Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used. (b) The Company shall not be required to issue fractions of Preferred Shares upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples of Preferred Shares. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof expressly waives his right to receive any fractional Rights or any fractional Common Shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 12 contracts
Samples: Rights Agreement (RCM Technologies Inc), Rights Agreement (RCM Technologies Inc), Rights Agreement (RCM Technologies Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples of Preferred Shares. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the process and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying on such certificate and shall have no duty with respect to and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under this Section 4 unless and until it shall have received such a certificate and sufficient monies.
(e) The holder of a Right or a beneficial interest in a Right by the acceptance thereof expressly waives his right to receive any fractional Rights or any fractional Common Shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 11 contracts
Samples: Rights Agreement (Sports Authority Inc /De/), Rights Agreement (Philadelphia Suburban Corp), Rights Agreement (Cmac Investment Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 11 contracts
Samples: Rights Agreement (Cimarex Energy Co), Rights Agreement (United National Bancorp), Rights Agreement (Dendrite International Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 7 contracts
Samples: Rights Agreement (Jackson Hewitt Tax Service Inc), Rights Agreement (Wright Express CORP), Rights Agreement (Wright Express CORP)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be usedused and shall be conclusive for all purposes.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than integral multiples of Preferred Stock Fractions) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for fractions which are Stock (other than integral multiples of Preferred SharesStock Fractions). In lieu of fractional shares of Preferred Shares Stock that are not Preferred Stock Fractions or integral multiples of Preferred Sharesthereof, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one share of Preferred Share Stock shall be the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one a share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 7 contracts
Samples: Rights Agreement (Omi Corp/M I), Rights Agreement (Uniroyal Technology Corp), Rights Agreement (Omi Corp/M I)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 6 contracts
Samples: Rights Agreement (Autoliv Inc), Rights Agreement (Russell Corp), Rights Agreement (Essex Property Trust Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value Current Market Value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value Current Market Value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 6 contracts
Samples: Rights Agreement (Martin Marietta Materials Inc), Rights Agreement (Peoples Choice Tv Corp), Rights Agreement (Olympic Financial LTD)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices on NASDAQ or in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise Stock (other than fractions which are integral multiples of the Rights one one-thousandth of a share of Preferred Stock) or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock) upon the exercise or exchange of Rights. Interests in fractions of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share Stock (as determined pursuant to in accordance with Section 11(d)(ii14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one a whole share of Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14provided above).
Appears in 6 contracts
Samples: Rights Agreement (Northwestern Corp), Rights Agreement (Sonus Networks Inc), Rights Agreement (Selectica Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 6 contracts
Samples: Rights Agreement (Datum Inc), Rights Agreement (Bristol Retail Solutions Inc), Rights Agreement (Neotherapeutics Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples of Preferred Shares. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof expressly waives his right to receive any fractional Rights or any fractional Common Shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 6 contracts
Samples: Rights Agreement (Unisource Worldwide Inc), Rights Agreement (Players International Inc /Nv/), Rights Agreement (Union Pacific Resources Group Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices on NASDAQ or in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise Stock (other than fractions which are integral multiples of the Rights one one-thousandth of a share of Preferred Stock) or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock) upon the exercise or exchange of Rights. Interests in fractions of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share Stock (as determined pursuant to in accordance with Section 11(d)(ii14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one a whole share of Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14provided above).
Appears in 5 contracts
Samples: Rights Agreement (Vanda Pharmaceuticals Inc.), Rights Agreement (Discovery Holding CO), Rights Agreement (Ufp Technologies Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or as reported on the Nasdaq National Market or, or if the Rights are not listed or admitted to trading on any national securities exchangeexchange or reported on the Nasdaq National Market, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred SharesShare). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts; provided, however, that holders of such depositary receipts shall have all of the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred SharesShare, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share. For the purposes of this subsection (bSection 14(b), the current market value of one a Preferred Share shall be the closing current per share market price of a the Preferred Share Shares (as determined pursuant to the second sentence of Section 11(d)(ii11(d)(i) hereof) for the Trading Day immediately prior to the date of such exerciseexercise (or, if not publicly traded, in accordance with Section 11(d)(ii) hereof).
(c) Following the occurrence of one of the transactions or events specified in Section 11 hereof giving rise to the right to receive Common Shares, capital stock equivalents (other than Preferred Shares) or other securities upon the exercise of a Triggering EventRight, the Company shall not be required to issue fractions of Common Shares or units of such Common Shares, capital stock equivalents or other securities upon exercise of the Rights or to distribute certificates that which evidence fractional Common Shares, capital stock equivalents or other securities. In lieu of fractional Common Shares, capital stock equivalents or other securities, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common ShareShare or unit of such Common Shares, capital stock equivalents or other securities. For purposes of this subsection (cSection 14(c), the current market value of one Common Share shall be the closing current per share market price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exerciseexercise and, if such capital stock equivalent is not traded, each such capital stock equivalent shall have the value of one one-hundredth of a Preferred Share.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, Right (except as permitted by this Section 14provided above).
Appears in 5 contracts
Samples: Rights Agreement (Telik Inc), Rights Agreement (Aspect Development Inc), Rights Agreement (Bei Technologies Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would be otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares shares of Common Stock upon exercise or exchange of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples shares of Preferred SharesCommon Stock. In lieu of fractional Preferred Shares that are not integral multiples shares of Preferred Shares, Common Stock the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Shareshare of Common Stock. For purposes of this subsection (bSection 14(b), the current market value of one Preferred Share a share of Common Stock shall be the closing price of a Preferred Share share of Common Stock (as determined pursuant to Section 11(d)(ii11(d) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, except as permitted by this Section 14.
Appears in 5 contracts
Samples: Common Stock Purchase Rights Agreement (Exactech Inc), Common Stock Purchase Rights Agreement (Mansur Industries Inc), 1998 Common Stock Purchase Rights Agreement (Railamerica Inc /De)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his such holder’s right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 5 contracts
Samples: Rights Agreement (Realogy Corp), Rights Agreement (Wyndham Worldwide Corp), Rights Agreement (Wyndham Worldwide Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his or her right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 5 contracts
Samples: Rights Agreement (Hartmarx Corp/De), Rights Agreement (Donaldson Co Inc), Rights Agreement (Mine Safety Appliances Co)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeExchange or NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other any system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares upon exercise Stock (other than fractions which are integral multiples of the Rights one ten-thousandth of a share of Preferred Stock) or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred SharesStock) upon the exercise or exchange of Rights. Interests in fractions of shares of Preferred Stock in integral multiples of one ten-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one ten-thousandth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share Stock (as determined pursuant to in accordance with the method set forth in Section 11(d)(ii14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one a whole share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock for which a Right is exercisable shall be deemed to be the closing price of one share of Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i) hereof) ), for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14provided above).
Appears in 5 contracts
Samples: Rights Agreement (Scientific Games Corp), Rights Agreement (Scientific Games Corp), Rights Agreement (Scientific Games Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depositary receipts) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one (1) share of Common Share Stock shall be the closing price of one (1) share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 4 contracts
Samples: Rights Agreement (Amtech Systems Inc), Rights Agreement (Asarco Inc), Rights Agreement (Amtech Systems Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, ) ------------- or to distribute Rights Right Certificates that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current ------------- market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices on NASDAQ or in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise Stock (other than fractions that are integral multiples of the Rights one one-thousandth of a share of Preferred Stock) or to distribute certificates which that evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which that are integral multiples of one one-thousandth of a share of Preferred SharesStock) upon the exercise or exchange of Rights. Interests in fractions of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary -------- receipts shall have all the rights, privileges, and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share Stock (as determined pursuant to in accordance with Section 11(d)(ii14(a) hereof) for the ------------- Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one a whole share of Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i14(a) hereof) for the Trading Day -------------- immediately prior to the date of such exerciseexercise or exchange.
(d) The By the acceptance of a Right, the holder of a such Right or a beneficial interest in a Right by the acceptance thereof expressly waives his his, her, or its right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14provided above).
Appears in 4 contracts
Samples: Rights Agreement (Yp Corp), Rights Agreement (Yp Corp), Rights Agreement (Yp Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights or to distribute Right Certificates which evidence fractional Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, or to distribute Rights Certificates that evidence fractional Rights). In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise Stock (other than fractions which are integral multiples of the Rights one one-thousandth of a share of Preferred Stock) or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock) upon the exercise or exchange of Rights. Interests in fractions of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; PROVIDED, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share Stock (as determined pursuant to in accordance with Section 11(d)(ii14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one a whole share of Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14provided above).
Appears in 4 contracts
Samples: Rights Agreement (Vlsi Technology Inc), Rights Agreement (Cerprobe Corp), Rights Agreement (Fortune Petroleum Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day Date immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which that evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which that are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one Preferred Share shall be the closing price one-hundredth of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 4 contracts
Samples: Rights Agreement (Newport News Shipbuilding Inc), Rights Agreement (New Tenneco Inc), Rights Agreement (Tenneco Inc /De)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in by (w) the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange NYSE or, (x) if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or (y) if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, (z) if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). Interests in fractions of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised for shares of Preferred Stock as herein provided an amount in cash equal to the same fraction of the current market value of a one share of Preferred ShareStock. For the purposes of this subsection (bSection 14(b), the current market value of one a share of Preferred Share Stock shall be the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time such Rights are exercised or exchanged for shares of Common Stock as herein provided an amount in cash equal to the same fraction of the current market value of one a whole share of Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his the right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14provided above).
Appears in 4 contracts
Samples: Rights Agreement (American Axle & Manufacturing Holdings Inc), Rights Agreement (American Axle & Manufacturing Holdings Inc), Rights Agreement (American Axle & Manufacturing Holdings Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights or to distribute Right Certificates which evidence fractional Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, or to distribute Rights Certificates that evidence fractional Rights). In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise Stock (other than fractions which are integral multiples of the Rights one one-hundredth of a share of Preferred Stock) or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock) upon the exercise or exchange of Rights. Interests in fractions of Preferred Stock in integral multiples of one one-hundredth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; PROVIDED, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share Stock (as determined pursuant to in accordance with Section 11(d)(ii14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one a whole share of Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14provided above).
Appears in 4 contracts
Samples: Rights Agreement (Au Bon Pain Co Inc), Rights Agreement (Merchants Bancorp Inc/De/), Rights Agreement (Pinnacle West Capital Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). Fractions of shares of Preferred Stock in integral multiples of one one-hundredth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided that such agreement shall provide that the holders of such depositary receipts shall have the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of its Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of its Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares share upon exercise of a Right, except as permitted by this Section 1414 (except as provided above).
Appears in 4 contracts
Samples: Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeExchange or NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other any system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares upon exercise Stock (other than fractions which are integral multiples of the Rights one one-thousandth of a share of Preferred Stock) or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock) upon the exercise or exchange of Rights. Interests in fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share Stock (as determined pursuant to in accordance with Section 11(d)(ii14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one a whole share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock for which a Right is exercisable shall be deemed to be the closing price of one share of Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i) hereof) ), for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14provided above).
Appears in 4 contracts
Samples: Rights Agreement (Lipocine Inc.), Rights Agreement (Lipocine Inc.), Rights Agreement (Lipocine Inc.)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or as reported on the Nasdaq National Market or, or if the Rights are not listed or admitted to trading on any national securities exchangeexchange or reported on the Nasdaq National Market, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred SharesShare). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts; PROVIDED, HOWEVER, that holders of such depositary receipts shall have all of the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred SharesShare, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share. For the purposes of this subsection (bSection 14(b), the current market value of one a Preferred Share shall be the closing current per share market price of a the Preferred Share Shares (as determined pursuant to the second sentence of Section 11(d)(ii11(d)(i) hereof) for the Trading Day immediately prior to the date of such exerciseexercise (or, if not publicly traded, in accordance with Section 11(d)(ii) hereof).
(c) Following the occurrence of one of the transactions or events specified in Section 11 hereof giving rise to the right to receive Common Shares, capital stock equivalents (other than Preferred Shares) or other securities upon the exercise of a Triggering EventRight, the Company shall not be required to issue fractions of Common Shares or units of such Common Shares, capital stock equivalents or other securities upon exercise of the Rights or to distribute certificates that which evidence fractional Common Shares, capital stock equivalents or other securities. In lieu of fractional Common Shares, capital stock equivalents or other securities, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common ShareShare or unit of such Common Shares, capital stock equivalents or other securities. For purposes of this subsection (cSection 14(c), the current market value of one Common Share shall be the closing current per share market price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exerciseexercise and, if such capital stock equivalent is not traded, each such capital stock equivalent shall have the value of one one-hundredth of a Preferred Share.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, Right (except as permitted by this Section 14provided above).
Appears in 4 contracts
Samples: Rights Agreement (Wind River Systems Inc), Rights Agreement (Cima Labs Inc), Rights Agreement (Walker Interactive Systems Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ the Nasdaq Global Market or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which that evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which that are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his such holder’s right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 4 contracts
Samples: Rights Agreement (Guaranty Financial Group Inc.), Rights Agreement (Forestar Real Estate Group Inc.), Rights Agreement (Forestar Real Estate Group Inc.)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights or to distribute Right Certificates which evidence fractional Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, or to distribute Rights Certificates that evidence fractional Rights). In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be (W) the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in by (1) the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange orExchange, or (2) if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or (X) if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter marketprices, as reported by NASDAQ any market or such other quotation system then in use oroperated by Nasdaq, or (Y) if on any such date prices for the Rights are not quoted reported by any such organizationmarket or quotation system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights and selected by the Board of Directors of the Company. If on any such date Directors, or (Z) if no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined deter mined in good faith by the Board of Directors of the Company shall be usedDirectors.
(b) The Company shall not be required to issue fractions of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). Interests in fractions of Preferred Stock in integral multiples of one one-hundredth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Shareshare of Preferred Stock. For the purposes of this subsection (cSection 14(b), the current market value of one Common Share a share of Preferred Stock shall be the closing price of one Common Share a share of Preferred Stock (as determined pursuant to Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock (as determined in accordance with Section 14(a) hereof) for the Trading Day immediately prior to the date of such exercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, Right (except as permitted by this Section 14provided above).
Appears in 3 contracts
Samples: Stockholder Rights Agreement (Lamalie Associates Inc), Stockholder Rights Agreement (Lai Worldwide Inc), Stockholder Rights Agreement (Lamalie Associates Inc)
Fractional Rights and Fractional Shares. 44
(a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p11(n) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for Stock (other than fractions which that are integral multiples of Preferred Shares. In lieu one one-hundredth of fractional Preferred Shares that are not integral multiples a share of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(iiStock) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Sharesshares of Preferred Stock (other than in such integral multiples). In lieu of fractional Common Sharesshares of Preferred Stock that are not in such integral multiples, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Shareone-hundredth of a share of Preferred Stock. For purposes of this subsection (cSection 14(b), the current market value of one Common Share one-hundredth of a share of Preferred Stock shall be one one-hundredth of the closing current market price of one Common Share a share of Preferred Stock (as determined pursuant to Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights Right or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Pulaski Furniture Corp), Rights Agreement (Pulaski Furniture Corp), Rights Agreement (Pulaski Furniture Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in by (w) the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange NYSE or, (x) if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or (y) if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, (z) if on any such date the Rights are not so quoted by any such organizationor reported, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). Interests in fractions of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners (for the purposes of this Section 14(b), as such term is defined in Rule 13d-3 or 13d-5 of the General Rules and Regulations under the Exchange Act) of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a one share of Preferred ShareStock. For the purposes of this subsection (bSection 14(b), the current market value of one a share of Preferred Share Stock shall be the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one a whole share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock for which a Right is exercisable shall be deemed to be the closing price of one share of Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i) hereof) ), for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his the right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14provided above).
Appears in 3 contracts
Samples: Section 382 Rights Agreement (CNO Financial Group, Inc.), Section 382 Rights Agreement (CNO Financial Group, Inc.), Section 382 Rights Agreement (CNO Financial Group, Inc.)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock, other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred SharesStock, except in each case for other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised exercised, as herein provided provided, an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his or her right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Renewed Rights Agreement (Bentley Pharmaceuticals Inc), Renewed Rights Agreement (Bentley Pharmaceuticals Inc), Renewed Rights Agreement (Bentley Pharmaceuticals Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(i) or Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Yahoo Inc), Rights Agreement (Yahoo Inc), Rights Agreement (Yahoo Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p11(o) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the such Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the such Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter marketprices, as reported by NASDAQ Nasdaq, or such other system then in use or, if on any such date the Rights are not quoted by any such organizationNasdaq, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights such Rights, selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the such Rights on such date as determined in good faith by the Board of Directors of the Company Company, whose determination shall be described in a statement filed with the Rights Agent, shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred SharesShare). In lieu of fractional Preferred Shares that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value one one-hundredth of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common one-hundredth of a Preferred Share. For purposes of this subsection (cSection 14(b), the current market value of one Common one-hundredth of a Preferred Share shall be the closing current market price of one a Common Share (as determined pursuant to Section 11(d)(i11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Shareholder Rights Agreement (Sunlink Health Systems Inc), Shareholder Rights Agreement (Sunlink Health Systems Inc), Shareholder Rights Agreement (Sunlink Health Systems Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ market or such other system then in use or, if on any such date the Rights are not quoted by any such organizationso quoted, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one (1) share of Common Share Stock shall be the closing price of one (1) share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his or her right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Section 382 Rights Agreement (Beazer Homes Usa Inc), Section 382 Rights Agreement (Beazer Homes Usa Inc), Section 382 Rights Agreement (Beazer Homes Usa Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-the- counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one- thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Authentic Fitness Corp), Rights Agreement (Warnaco Group Inc /De/), Rights Agreement (Authentic Fitness Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors Directors, of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one- hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue or deliver fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his such holder's right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Barnes Group Inc), Rights Agreement (Mmi Companies Inc), Rights Agreement (Mmi Companies Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates that which evidence fractional Rights. In If the Company determines that fractional Rights will not be issued, then, in lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 15(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or or, if the Rights are not listed or admitted to trading on any national securities exchange, the closing sale price or the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ any market or quotation system of Nasdaq or such other reporting system then in use use, or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights rights on such date as determined in good faith by the Board reasonably and with good faith to the holders of Directors of the Company Rights shall be usedused and shall be binding on the Rights Agent.
(b) The Company shall not be required to issue fractions of Preferred Shares shares of Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Sharesshares of Common Stock. If the Company determines that fractional shares of Common Stock will not be issued, except then, in each case for fractions which are integral multiples of Preferred Shares. In lieu of such fractional Preferred Shares that are not integral multiples shares of Preferred SharesCommon Stock, the Company may shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided in this Agreement an amount in cash equal to the same fraction of the current market value price of a Preferred Shareshare of Common Stock. For purposes of this subsection (bSection 15(b), the current market value price of one Preferred Share a share of Common Stock shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) share of Common Stock for the Trading Day immediately prior to the date of such exercise.
(c) Following By the occurrence acceptance of a Triggering EventRight, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The each holder of a Right or a beneficial interest in a Right by the acceptance thereof expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Aironet Wireless Communications Inc), Rights Agreement (Aironet Wireless Communications Inc), Rights Agreement (Aironet Wireless Communications Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares shares of Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples shares of Preferred SharesCommon Stock. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions shares of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common ShareStock. For purposes of this subsection (cSection 14(b), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i1(j) hereof) for the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Southern Electronics Corp), Rights Agreement (Southern Electronics Corp), Rights Agreement (WGNB Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p11(i) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ the Nasdaq National Market or the Nasdaq Stock Market or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board (with the concurrence of Directors a majority of the CompanyContinuing Directors). If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board (with the concurrence of Directors a majority of the Company Continuing Directors) shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock or, if unavailable, the appropriate alternative price (in each case as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock of the Company upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock of the Company. In lieu of fractional shares of Common SharesStock of the Company, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock of the Company. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock or, if unavailable, the appropriate alternative price (in each case as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Lojack Corp), Rights Agreement (Enterprise Bancorp Inc /Ma/), Rights Agreement (Sis Bancorp Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p11(o) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall may be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value Current Market Value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value Current Market Value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or or, if the Rights are not listed or admitted to trading trading, on any national securities exchange, the last quoted price or, or if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredths of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredths of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value Current Market Value of one one-hundredths of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value Current Market Value of one one-hundredths of a share of Preferred Share Stock shall be one one-hundredths of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value Current Market Value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value Current Market Value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (C3 Inc /Nc/), Rights Agreement (C3 Inc /Nc/), Rights Agreement (C3 Inc /Nc/)
Fractional Rights and Fractional Shares. (a) The Company shall will not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section SECTION 11(p) hereof), or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there shall will be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSECTION 14(a), the current market value of a whole Right shall will be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall will be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as conclusively determined in good faith by the Board of Directors of the Company shall will be used.
(b) The Company shall will not be required to issue fractions of Preferred Shares shares of Class A Common Stock upon exercise of the Rights or to distribute certificates which that evidence fractional Preferred Shares, except in each case for fractions which are integral multiples shares of Preferred SharesClass A Common Stock. In lieu of fractional Preferred Shares that are not integral multiples shares of Preferred SharesClass A Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided in this Agreement an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value Current Market Price of one Preferred Share shall be the closing price share of a Preferred Share (Class A Common Stock as determined pursuant to Section 11(d)(ii) hereof) for of the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right Right, by the acceptance thereof of the Rights, expressly waives his the right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section SECTION 14.
Appears in 3 contracts
Samples: Rights Agreement (Precept Business Services Inc), Rights Agreement (Affiliated Computer Services Inc), Rights Agreement (Affiliated Computer Services Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeExchange or NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other any system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise (other than fractions which are integral multiples of the Rights one one-thousandth of a Preferred Share) or to distribute certificates which evidence fractional Preferred Shares, except in each case for Shares (other than fractions which are integral multiples of one one-thousandth of a Preferred SharesShare) upon the exercise or exchange of Rights. Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred SharesShare, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a whole Preferred Share (as determined pursuant to in accordance with Section 11(d)(ii14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of Common Ordinary Shares upon exercise of the Rights or to distribute certificates that which evidence fractional Common SharesOrdinary Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Ordinary Shares, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one Common a whole Ordinary Share. For purposes of this subsection (cSection 14(c), the current market value of one Common Ordinary Share for which a Rights is exercisable shall be deemed to be the closing price of one Common Ordinary Share (as determined pursuant to in accordance with Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted provided above).
(e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Section 14Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.
Appears in 3 contracts
Samples: Rights Agreement (Theravance Biopharma Cayman Holdings, Inc.), Rights Agreement (Theravance Biopharma, Inc.), Rights Agreement (Theravance Biopharma, Inc.)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange NYSE or Nasdaq or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE or Nasdaq, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ the NYSE or Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred SharesStock). Interests in fractions of Preferred Stock in integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary agent selected by it; provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (1/1,000) of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of the current market value of one one-thousandth (1/1,000) of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth (1/1,000) of a share of Preferred Share Stock shall be one one-thousandth (1/1,000) of the closing price per share of a Preferred Share Stock (as determined pursuant to in accordance with Section 11(d)(ii14(a)) hereof) for on the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of such fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one (1) share of Common Share Stock for which a Right is exercisable shall be the closing price per share of one Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his such holder’s right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, except as permitted by this Section 14.
(e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices or formulas utilized in calculating such payments and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent may rely upon such a certificate and has no duty with respect to, and will not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent has received such a certificate and sufficient monies.
Appears in 3 contracts
Samples: Tax Benefits Preservation Plan (INNOVATE Corp.), Tax Benefits Preservation Plan (INNOVATE Corp.), Tax Benefits Preservation Plan (Hc2 Holdings, Inc.)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p11(n) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in on the over-the-counter marketNasdaq Stock Market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors Trustees of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors Trustees of the Company shall be used.
(b) The Company shall not be required to issue fractions of Series B Preferred Shares upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for (other than fractions which that are integral multiples of Preferred Shares. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value one one-thousandth of a Series B Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common SharesSeries B Preferred Shares (other than in such integral multiples). In lieu of fractional Common SharesSeries B Preferred Shares that are not in such integral multiples, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common one-thousandth of a Series B Preferred Share. For purposes of this subsection (cSection 14(b), the current market value of one Common one-thousandth of a Series B Preferred Share shall be one one-thousandth of the closing current market price of one Common a Series B Preferred Share (as determined pursuant to Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights Right or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Prentiss Properties Trust/Md), Rights Agreement (Prentiss Properties Trust/Md), Rights Agreement (Prentiss Properties Trust/Md)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares shares of Special Stock (other than fractions which are integral multiples of one one-thousandth of a share of Special Stock) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for shares of Special Stock (other than fractions which are integral multiples of Preferred Sharesone one-thousandth of a share of Special Stock). In lieu of fractional Preferred Shares shares of Special Stock that are not integral multiples of Preferred Sharesone one-thousandth of a share of Special Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a Preferred Shareshare of Special Stock. For purposes of this subsection (bSection 14(b), the current market value of one Preferred Share one-thousandth of a share of Special Stock shall be one one-thousandth of the closing price of a Preferred Share share of Special Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his or her right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Schulman a Inc), Rights Agreement (Schulman a Inc), Rights Agreement (Schulman a Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organizationsystem, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Chicago Rivet & Machine Co), Rights Agreement (Chicago Rivet & Machine Co), Rights Agreement (Inland Steel Industries Inc /De/)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would be otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares (other than integral multiples of one one-thousandths of a Preferred Share) or fractions of shares of Common Stock or other securities upon exercise or exchange of the Rights or to distribute certificates which evidence such fractional Preferred Shares, except in each case for fractions which are integral multiples of Preferred Sharesshares. In lieu of fractional Preferred Shares that are not integral multiples shares of Common Stock or Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to (A) in the case of fractional Common Stock, the same fraction of the current market value of a share of Common Stock and (B) in the case of a fractional portion of a Preferred Share, the same fraction of the current market value of one Preferred Share. For purposes of this subsection (bSection 14(b), the current market value of one Preferred Share a share shall be the closing price of a Preferred Share such share (as determined pursuant to Section 11(d)(ii11(d) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right Right, by the acceptance thereof of the Right, expressly waives his such holder's right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Ameripath Inc), Rights Agreement (Quest Education Corp), Preferred Share Purchase Rights Plan (Pediatrix Medical Group Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereofof this Agreement, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be (i) the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, (ii) if on any such date the Rights are not quoted by any such organization, the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange NYSE or, (iii) if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or (iv) if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value one one-thousandth of a share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Shareone-thousandth of a share of Preferred Stock. For purposes of this subsection (cSection 14(b), the current market value of one Common Share one-thousandth of a share of Preferred Stock shall be one one-thousandth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii) of this Agreement) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common Share Stock. For purposes of this Section 14(c), the current market value of one share of Common Stock shall be the Closing Price of one share of Common Stock (as determined pursuant to Section 11(d)(i) hereofof this Agreement) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Broadband Technologies Inc /De/), Rights Agreement (Broadband Technologies Inc /De/), Rights Agreement (Broadband Technologies Inc /De/)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares shares of Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples shares of Preferred SharesCommon Stock. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions shares of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common ShareStock. For purposes of this subsection (cSection 14(b), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i1(k) hereof) for the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Nova Corp \Ga\), Rights Agreement (Pediatric Services of America Inc), Rights Agreement (Nova Corp \Ga\)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange NASDAQ Global Select Market or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNASDAQ Global Select Market, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value one one-thousandth of a share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Shareone-thousandth of a share of Preferred Stock. For purposes of this subsection (cSection 14(b), the current market value of one one-thousandth of a share of Preferred Stock shall be one one-thousandth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) on the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Share Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common Stock. For purposes of this Section 14(c), the current market value of one share of Common Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his such holder’s right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (News Corp), Rights Agreement (New Newscorp LLC), Rights Agreement (News Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one ten-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one ten-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one ten-thousandth of a share of Preferred Share Stock shall be one ten-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (Calgon Carbon Corporation), Rights Agreement (Calgon Carbon Corporation), Rights Agreement (Ceridian Corp /De/)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value one ten-thousandth of a share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Shareten-thousandth of a share of Preferred Stock. For purposes of this subsection (cSection 14(b), the current market value of one ten-thousandth of a share of Preferred Stock shall be one ten-thousandth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) on the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Share Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common Stock. For purposes of this Section 14(c), the current market value of one share of Common Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his such holder’s right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 3 contracts
Samples: Rights Agreement (American Apparel, Inc), Rights Agreement (American Apparel, Inc), Rights Agreement (American Apparel, Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities quoted on or listed or admitted to trading on the New York Stock Exchange OTC Marketplace or, if the Rights are not quoted on or listed or admitted to trading on the New York Stock ExchangeOTC Marketplace, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported as of 4:00 p.m., New York City time, by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for Stock (other than fractions which that are integral multiples of Preferred Shares. In lieu one one-thousandth of fractional Preferred Shares that are not integral multiples a share of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(iiStock) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Sharesshares of Preferred Stock (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock). In lieu of fractional Common Sharesshares of Preferred Stock that are not integral multiples of one one-thousandth of a share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Shareone-thousandth of a share of Preferred Stock. For purposes of this subsection (cSection 14(b), the current market value of one one-thousandth of a share of Preferred Stock shall be one one-thousandth of the closing price of a share of Preferred Stock (determined in the manner in which closing prices would be determined for purposes of determining a Current Market Price per share of Preferred Stock pursuant to Section 11(d)(ii) hereof) on the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Share Stock upon exercise of the Rights or to distribute certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common Stock. For purposes of this Section 14(c), the current market value of one (1) share of Common Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his such holder’s right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
(e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall have no obligation to make fractional payments unless the Company shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies from the Company.
Appears in 2 contracts
Samples: Tax Benefits Preservation Plan (Cord Blood America, Inc.), Tax Benefits Preservation Plan (Cord Blood America, Inc.)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with 35 39 regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which that are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one 36 40 one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Albertsons Inc /De/), Rights Agreement (Albertsons Inc /De/)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock) (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares; upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Bergen Brunswig Corp), Rights Agreement (Bergen Brunswig Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth (1/100th) of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth (1/100th) of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth (1/100th) of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth (1/100th) of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth (1/100th) of a share of Preferred Share Stock shall be one one-hundredth (1/100th) of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his or her right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Ametek Aerospace Products Inc), Rights Agreement (Asa International LTD)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system System with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.and
(b) The Company shall not be required to issue fractions of Preferred Shares shares of Common Stock (other than fractions which are integral multiples of one one-hundredth of a share of Common Stock) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for shares of Common Stock (other than fractions which are integral multiples of Preferred Sharesone one-hundredth of a share of Common Stock); provided, however, that in lieu of fractions of shares of Common Stock which are integral multiples of one one-hundredth of a share of Common Stock, the Company may provide for the issuance of depositary receipts pursuant to Section 7(c) hereof. In lieu of fractional Preferred Shares shares of Common Stock that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value one one-hundredth of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions share of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Common ShareStock. For purposes of this subsection (cSection 14(b), the current market value of one one-hundredth of a share of Common Share Stock shall be one one-hundredth of the closing price of one a share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Matria Healthcare Inc), Rights Agreement (Matria Healthcare Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(i) or Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In , in lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York NASDAQ Stock Exchange Market or, if the Rights are not listed or admitted to trading on the New York NASDAQ Stock ExchangeMarket, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid hid and low asked prices in the over-the-counter market, as reported by NASDAQ the OTC Market or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid hid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth (1/100) or a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth (1/100) of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth (1/100) of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth (1/100) of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth (1/100) of a share of Preferred Share Stock shall be one one-hundredth (1/100) or the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii11(d) (ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Lca Vision Inc), Rights Agreement (Lca Vision Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) Whenever a payment for fractional Rights or any fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.
(e) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Coast Distribution System Inc), Rights Agreement (Cke Restaurants Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(pll(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a a, whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities securities, exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value one one-thousandth of a share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Shareone thousandth of a share of Preferred Stock. For purposes of this subsection (cSection 14(b), the current market value of one Common Share one-thousandth of a share of Preferred Stock shall be one one-thousandth of the closing price of one Common Share (a share of Preferred Stock {as determined pursuant to Section 11(d)(ill(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof expressly waives his right to receive any fractional Rights or any fractional Common Shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Optical Coating Laboratory Inc), Rights Agreement (Optical Coating Laboratory Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p11 (p) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection Section 14 (a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day Date immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than, except as provided in Section 7 (c) hereof, fractions that are integral multiples of one thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which that evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which that are integral multiples of one thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one thousandth of a share of Preferred Share Stock shall be the closing price current market value of one thousandth of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii11 (d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Earthlink Inc), Rights Agreement (Euronet Worldwide Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Cortex Pharmaceuticals Inc/De/), Rights Agreement (Prolong International Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in 34 38 case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples of Preferred Shares. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common ShareStock. For purposes of this subsection (cSection 14(b), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i11(d) hereof) for on the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Robotic Vision Systems Inc), Rights Agreement (Robotic Vision Systems Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his such holder's right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Corn Products International Inc), Rights Agreement (Corn Products International Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p11(o) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one ten-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one ten-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one ten-thousandth of a share of Preferred Share Stock shall be one ten-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one (1) share of Common Share Stock shall be the closing price of one (1) share of Common Share Stock (as determined pursuant to Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his or her right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
(e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under this Agreement unless and until the Rights Agent shall have received such a certificate and such monies.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Institutional Financial Markets, Inc.), Section 382 Rights Agreement (COHEN & Co INC.)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or as reported on the Nasdaq National Market or, or if the Rights are not listed or admitted to trading on any national securities exchangeexchange or reported on the Nasdaq National Market, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples of Preferred Shares. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof expressly waives his right to receive any fractional Rights or any fractional Common Shares upon exercise of a Right, except as permitted by this Section 14.of
Appears in 2 contracts
Samples: Rights Agreement (Petsmart Inc), Rights Agreement (NPS Pharmaceuticals Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares shares of Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples shares of Preferred SharesCommon Stock. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions shares of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common ShareStock. For purposes of this subsection (cSection 14(b), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Sierra Pacific Resources), Rights Agreement (Sierra Pacific Resources /Nv/)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange Nasdaq Global Select Market or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNasdaq Global Select Market, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value one one-thousandth of a share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Shareone-thousandth of a share of Preferred Stock. For purposes of this subsection (cSection 14(b), the current market value of one one-thousandth of a share of Preferred Stock shall be one one-thousandth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) on the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Share Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common Stock. For purposes of this Section 14(c), the current market value of one share of Common Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his such holder’s right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
(e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a written certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.
Appears in 2 contracts
Samples: Rights Agreement (News Corp), Rights Agreement (News Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeExchange or NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other any system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares upon exercise Stock (other than fractions which are integral multiples of the Rights one one-fifth of a share of Preferred Stock) or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-fifth of a share of Preferred SharesStock) upon the exercise or exchange of Rights. Interests in fractions of shares of Preferred Stock in integral multiples of one one-fifth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-fifth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share Stock (as determined pursuant to in accordance with Section 11(d)(ii14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one a whole share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock for which a Right is exercisable shall be deemed to be the closing price of one share of Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i) hereof) ), for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted provided above).
(e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices or formulas utilized in calculating such payments and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent may rely upon such a certificate and has no duty with respect to, and will not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any Section 14of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent has received such a certificate and sufficient monies.
Appears in 2 contracts
Samples: Rights Agreement (Silver Star Properties Reit, Inc), Rights Agreement
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange NASDAQ National Market System or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNASDAQ National Market System, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights rights selected by the Board board of Directors directors of the Companycompany. If on any such date no such market maker is making a market in the Rights rights the fair value of the Rights rights on such date as determined in good faith by the Board board of Directors directors of the Company company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares shares of Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples shares of Preferred SharesCommon Stock. In lieu of fractional Preferred Shares that are not integral multiples shares of Preferred SharesCommon Stock, the Company may elect to (i) utilize a depository arrangement to allow for the combination of Rights into full shares of Common Stock or (ii) pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Shareshares of Common Stock. For purposes of this subsection (bSection 14(b), the current market value of one Preferred Share shares of Common Stock shall be the closing price of a Preferred Share share of Common Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Mfri Inc), Rights Agreement (Mfri Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange NASDAQ or NYSE or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNASDAQ or NYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ the OTC Bulletin Board service or such other quotation system then in use or, if on any such date the Rights are not quoted by any such organizationso quoted, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). Fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a share may, at the election of the Company, be evidenced by depositary receipts pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, however, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as Beneficial Owners of the shares represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one (1) share of Common Share Stock shall be the closing price of one (1) share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his or her right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Enzon Pharmaceuticals, Inc.), Section 382 Rights Agreement (Enzon Pharmaceuticals, Inc.)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise Stock (other than fractions which are integral multiples of the Rights one one-thousandth of a share of Preferred Stock) or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock) upon the exercise or exchange of Rights. Interests in fractions of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; PROVIDED, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share Stock (as determined pursuant to in accordance with Section 11(d)(ii14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one a whole share of Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14provided above).
Appears in 2 contracts
Samples: Rights Agreement (Aviation Sales Co), Rights Agreement (Cathay Bancorp Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organizationsystem, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company Compa- ny may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Comdisco Inc), Rights Agreement (Comdisco Inc)
Fractional Rights and Fractional Shares. (a) The Company shall will not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall will be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall will be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall will be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange Exchange, or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use use, or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall will be used.
(b) The Company shall will not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of Units of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of Units of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of Units of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Units of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of Units of Preferred Stock will be one Preferred Share shall be one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall will not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share shall Stock will be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his or her right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Alkermes Inc), Rights Agreement (Alkermes Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rightsfractional rights, except prior to the Distribution Date as provided in Section 11(p) hereofDate, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may at its option pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right of either Series shall be the closing price of the appropriate Series of Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the either Series of Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the such Rights are listed or admitted to trading, or if the such Rights are not listed or admitted to trading on any United States national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, use; if on any such date the such Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the such Rights selected by the Board of Directors of the Company. If ; if on any such date no such market maker is making a market in the Rights such Rights, the fair value of the such Rights on such date as determined in good faith by the Board of Directors of the Company shall be usedCompany.
(b) The Company shall not be required to issue fractions of shares of Class A Preferred Shares Stock or fractional shares of Junior Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Junior Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Class A Preferred Shares, except in each case for Stock or fractional shares of Junior Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Junior Preferred SharesStock). In lieu of fractional shares of Class A Preferred Shares Stock or fractional shares of Junior Preferred Stock that are not integral multiples of one one-hundredth of a share of Junior Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value a share of Class A Preferred Stock or of one one-hundredth of a share of Junior Preferred ShareStock, as the case may be. For purposes of this subsection (bSection 14(b), the current market value of one a share of Class A Preferred Share Stock shall be the closing price of a share of Class A Preferred Share Stock (as determined pursuant to Section 11(d)(ii11(d) hereofof this Agreement) for the Trading Day immediately prior to the date of such exercise, and the current market value of one one-hundredth of a share of Junior Preferred Stock shall be one one-hundredth of the closing price of a share of Junior Preferred Stock (as determined pursuant to Section 11(d) of this Agreement) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Class A Preferred Stock or Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Class A Preferred Stock or Common SharesStock. In lieu of fractional shares of Class A Preferred Stock or Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Class A Preferred Stock or Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Class A Preferred Stock or Common Share Stock shall be the closing price of one share of Class A Preferred Stock or Common Share Stock (as determined pursuant to Section 11(d)(i11(d) hereofof this Agreement) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right Right, by the acceptance thereof of the Rights, expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Maxxam Inc), Rights Agreement (Maxxam Inc)
Fractional Rights and Fractional Shares. (a) The Company shall will not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereofSECTION 11(P), or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there shall will be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSECTION 14(A), the current market value of a whole Right shall will be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall will be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as conclusively determined in good faith by the Board of Directors of the Company shall will be used.
(b) The Company shall will not be required to issue fractions of Preferred Shares shares of Common Stock upon exercise of the Rights or to distribute certificates which that evidence fractional Preferred Shares, except in each case for fractions which are integral multiples shares of Preferred SharesCommon Stock. In lieu of fractional Preferred Shares that are not integral multiples shares of Preferred SharesCommon Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided in this Agreement an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value Current Market Price of one Preferred Share shall be the closing price share of a Preferred Share (Common Stock as determined pursuant to Section 11(d)(ii) hereof) for of the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right Right, by the acceptance thereof of the Rights, expressly waives his the right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section SECTION 14.
Appears in 2 contracts
Samples: Rights Agreement (Tandycrafts Inc), Rights Agreement (Tandycrafts Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except those issued prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall may be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the option of the Company, be evidenced by depositary receipts) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred SharesShare). In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred SharesShare, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a Preferred Share. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a Preferred Share shall be one one-hundredth of the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that which evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) Common Share. For purposes of this subsection (cSection 14(c), the current market value of one (1) Common Share shall be the closing price of one (1) Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Cooper Industries LTD), Rights Agreement (Cooper Industries LTD)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organizationsystem, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Newcor Inc), Rights Agreement (Octel Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute or cause the Rights Agent to distribute Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the extent permitted by applicable law, the Company may, at its option, pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ on the Nasdaq Stock Market or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Ordinary Shares upon exercise or redemption of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples of Preferred Ordinary Shares. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Ordinary Shares, to the extent permitted by applicable law, the Company may may, at its option, pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Ordinary Share. Prior to the Shares Acquisition Date, a number of Rights must be exercised so that only whole Ordinary Shares will be issued. For purposes of this subsection (cSection 14(b), the current market value of one Common an Ordinary Share shall be the closing price of one Common an Ordinary Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Ordinary Shares upon exercise or redemption of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Bonus Rights Agreement (Lumenis LTD), Bonus Rights Agreement (Lumenis LTD)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute or cause the Rights Agent to distribute Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the extent permitted by applicable law, the Company may, at its option, pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ on the Nasdaq Stock Market or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Ordinary Shares upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples of Preferred Ordinary Shares. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Ordinary Shares, to the extent permitted by applicable law, the Company may may, at its option, pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Ordinary Share. Prior to the Shares Acquisition Date, a number of Rights must be exercised so that only whole Ordinary Shares will be issued. For purposes of this subsection (cSection 14(b), the current market value of one Common an Ordinary Share shall be the closing price of one Common an Ordinary Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Ordinary Shares upon exercise or redemption of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Bonus Rights Agreement (Lumenis LTD), Bonus Rights Agreement (Lumenis LTD)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights except prior to the Distribution Date as provided in Section SECTION 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSECTION 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange or the Nasdaq National Market System on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchangeexchange or the Nasdaq National Market System, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which that evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which that are integral multiples of one one-thousandth of a share of Preferred SharesStock) . In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred Shares, Stock the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSECTION 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section SECTION 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise or exchange of the Rights or to distribute certificates that evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSECTION 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section SECTION 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, except as permitted by this Section SECTION 14.
Appears in 2 contracts
Samples: Rights Agreement (Forgent Networks Inc), Rights Agreement (Forgent Networks Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system System with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares shares of Common Stock (other than fractions which are integral multiples of one one-hundredth of a share of Common Stock) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for shares of Common Stock (other than fractions which are integral multiples of Preferred Sharesone one-hundredth of a share of Common Stock); provided, however, that in lieu of fractions of shares of Common Stock which are integral multiples of one one-hundredth of a share of Common Stock, the Company may provide for the issuance of depositary receipts pursuant to Section 7(c) hereof. In lieu of fractional Preferred Shares shares of Common Stock that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value one one-hundredth of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions share of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Common ShareStock. For purposes of this subsection (cSection 14(b), the current market value of one one-hundredth of a share of Common Share Stock shall be one one-hundredth of the closing price of one a share of Common Share Stock (as determined pursuant to Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Matria Healthcare Inc), Rights Agreement (Matria Healthcare Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in by (w) the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange NYSE or, (x) if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or (y) if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, (z) if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Junior Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Junior Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Junior Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Junior Preferred SharesStock). Interests in fractions of Junior Preferred Stock in integral multiples of one one-thousandth of a share of Junior Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Junior Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Junior Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Junior Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised for shares of Junior Preferred Stock as herein provided an amount in cash equal to the same fraction of the current market value of a one share of Junior Preferred ShareStock. For the purposes of this subsection (bSection 14(b), the current market value of one a share of Junior Preferred Share Stock shall be the closing price of a share of Junior Preferred Share Stock (as determined pursuant to Section 11(d)(ii11(d) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time such Rights are exercised or exchanged for shares of Common Stock as herein provided an amount in cash equal to the same fraction of the current market value of one a whole share of Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his the right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted provided above).
(e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Section 14Rights Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Walter Investment Management Corp), Rights Agreement (Walter Investment Management Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to before the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to before the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares shares of Common Stock upon exercise of the Rights or upon any exchange of Rights pursuant to Section 23 hereof, or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples shares of Preferred SharesCommon Stock. In lieu of fractional Preferred Shares that are not integral multiples shares of Preferred SharesCommon Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised exchanged as herein provided in Section 23 hereof, as the case may be) an amount in cash equal to the same fraction of the current market value of one share of Common ShareStock. For purposes of this subsection (cSection 14(b), the current market value of one a share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to before the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his the holder's right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Watkins Johnson Co), Rights Agreement (Watkins Johnson Co)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights rights selected by the Board board of Directors directors of the Companycompany. If on any such date no such market maker is making a market in the Rights rights the fair value of the Rights rights on such date as determined in good faith by the Board board of Directors directors of the Company company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or upon any exchange of Rights pursuant to Section 23 hereof, or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided (or at the time such Rights are exchanged as provided in Section 23 hereof, as the case may be) an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Sequus Pharmaceuticals Inc), Rights Agreement (Sequus Pharmaceuticals Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples of Preferred SharesShare Fractions. In lieu of fractional Preferred Shares that are not integral multiples of Preferred SharesShares Fractions, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred ShareShare Fraction. For purposes of this subsection (b), the current market value of one Preferred Share Fraction shall be the closing price of a Preferred Share Fraction (as determined pursuant to Section section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof expressly waives his right to receive any fractional Rights or any fractional Common Shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (SPS Technologies Inc), Rights Agreement (SPS Technologies Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples of Preferred Shares. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the process and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying on such certificate and shall have no duty with respect to and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under this Section 4 unless and until it shall have received such a certificate and sufficient monies.
(e) The holder of a Right or a beneficial interest in a Right by the acceptance thereof expressly waives his right to receive any fractional Rights or any fractional Common Shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Esperion Therapeutics Inc/Mi), Rights Agreement (Esperion Therapeutics Inc/Mi)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, price or, in case no such sale takes place on such day, the average of the closing high bid and low asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading quoted on the New York Stock Exchange Nasdaq National Market or, if the Rights are not listed or admitted to trading quoted on the New York Stock ExchangeNasdaq National Market, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred SharesShare). In lieu of fractional shares of Preferred Shares that are not integral multiples of one one-hundredth of a Preferred SharesShare, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a Preferred Share. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a Preferred Share shall be one one-hundredth of the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that which evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Sharecommon share. For purposes of this subsection (cSection 14(c), the current market value of one Common Share common shares shall be the closing price of one Common Share common share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Recoton Corp), Rights Agreement (Recoton Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p11(a)(i) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of any such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ The Nasdaq Stock Market or such other quotation system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares shares of Common Stock of the Company upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples shares of Preferred SharesCommon Stock of the Company. In lieu of fractional Preferred Shares that are not integral multiples shares of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction Common Stock of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common SharesCompany, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common ShareStock of the Company. For purposes of this subsection (cSection 14(b), the current market value of one share of Common Share Stock of the Company shall be the closing price of one a share of Common Share Stock of the Company, or if unavailable, the appropriate alternative price (in each case, as determined pursuant to Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of that Right expressly waives his such holder's right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Synergy Financial Group Inc /Nj/), Rights Agreement (Ibt Bancorp Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of RightsRights (except, except prior to the Distribution Date as provided Date, in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case case, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange NYSE or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-thousandth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for Shares (other than fractions which are integral multiples of one one-thousandth of a Preferred SharesShare) upon the exercise or exchange of Rights. Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; PROVIDED, HOWEVER, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred SharesShare, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a whole Preferred Share (as determined pursuant to in accordance with Section 11(d)(ii14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that which evidence fractional Common SharesShares upon the exercise or exchange of Rights. In lieu of such fractional Common Sharesshares, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one a whole Common Share (as determined pursuant to in accordance with Section 11(d)(i14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right Right, by the acceptance thereof of the Right, expressly waives his such holder's right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14expressly provided above).
Appears in 2 contracts
Samples: Rights Agreement (Claires Stores Inc), Rights Agreement (Claires Stores Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that evidence which represent fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence represent fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that evidence which represent fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Farmer Brothers Co), Rights Agreement (Farmer Brothers Co)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in by (w) the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange NYSE or, (x) if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or (y) if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, (z) if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). Interests in fractions of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised for shares of Preferred Stock as herein provided an amount in cash equal to the same fraction of the current market value of a one share of Preferred ShareStock. For the purposes of this subsection (bSection 14(b), the current market value of one a share of Preferred Share Stock shall be the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time such Rights are exercised or exchanged for shares of Common Stock as herein provided an amount in cash equal to the same fraction of the current market value of one a whole share of Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his the right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14provided above).
Appears in 2 contracts
Samples: Rights Agreement (Celanese CORP), Rights Agreement (TRW Automotive Holdings Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than, except as provided in Section 7(c), fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). Fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of the applicable class or series of Common ShareStock which such holder would otherwise have been entitled to receive. For purposes of this subsection (cSection 14(c), the current market value of one share of the applicable class or series of Common Share Stock shall be the closing price of one share of such class or series of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Sprint Corp), Rights Agreement (Sprint Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples of Preferred Shares. In lieu of fractional Preferred Shares that are not integral multiples of Preferred Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market PH02/148557.3 value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof expressly waives his right to receive any fractional Rights or any fractional Common Shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Safeskin Corp), Rights Agreement (Safeskin Corp)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) shares of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his or her right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Motorcar Parts & Accessories Inc), Rights Agreement (Motorcar Parts & Accessories Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p11(o) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall may be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value Current Market Value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value Current Market Value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or or, if the Rights are not listed or admitted to trading trading, on any national securities exchange, the last quoted price or, or if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-hundredths of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredths of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value Current Market Value of one one-hundredths of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value Current Market Value of one one-hundredths of a share of Preferred Share Stock shall be one one-hundredths of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value Current Market Value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value Current Market Value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Nexmed Inc), Shareholder Rights Agreement (Nexmed Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, Rights (except prior to the Distribution Date as provided in accordance with Section 11(p11(m) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeExchange or NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other any system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares upon exercise Stock (other than fractions which are integral multiples of the Rights one ten-thousandth of a share of Preferred Stock) or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred SharesStock) upon the exercise or exchange of Rights. Interests in fractions of shares of Preferred Stock in integral multiples of one ten-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one ten-thousandth of a share of Preferred SharesStock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share Stock (as determined pursuant to in accordance with the method set forth in Section 11(d)(ii14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Shares upon exercise of the Rights Stock or to distribute certificates that which evidence fractional shares of Common SharesStock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one a whole share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock for which a Right is exercisable shall be deemed to be the closing price of one share of Common Share Stock (as determined pursuant to in accordance with Section 11(d)(i) hereof) ), for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his such holder’s right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14provided above).
Appears in 2 contracts
Samples: Rights Agreement (Chico's Fas, Inc.), Rights Agreement (Red Robin Gourmet Burgers Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of shares of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of shares of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a shares of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one shares of Preferred Share Stock shall be the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price of one share of Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Family Steak Houses of Florida Inc), Rights Agreement (Family Steak Houses of Florida Inc)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares, except in each case for Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred SharesStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this subsection (bSection 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates that which evidence fractional shares of Common SharesStock. In lieu of fractional shares of Common SharesStock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common ShareStock. For purposes of this subsection (cSection 14(c), the current market value of one share of Common Share Stock shall be the closing price per share of one Common Share Stock (as determined pursuant to Section 11(d)(i) hereof) for on the Trading Day immediately prior to the date of such exercise.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Rights expressly waives his or her right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, except as permitted by this Section 14.
Appears in 2 contracts
Samples: Rights Agreement (Eagle Bulk Shipping Inc.), Rights Agreement (Eagle Bulk Shipping Inc.)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of RightsRights (except, except prior to the Distribution Date as provided Date, in accordance with Section 11(p11(n) hereof, ) or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case case, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-thousandth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for Shares (other than fractions which are integral multiples of one one-thousandth of a Preferred SharesShare) upon the exercise or exchange of Rights. Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, however, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred SharesShare, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a whole Preferred Share (as determined pursuant to in accordance with Section 11(d)(ii14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that which evidence fractional Common SharesShares upon the exercise or exchange of Rights. In lieu of such fractional Common Sharesshares, the Company may shall pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this subsection (c), the current market value of one Common Share shall be the closing price of one a whole Common Share (as determined pursuant to in accordance with Section 11(d)(i14(a) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange.
(d) The holder of a Right or a beneficial interest in a Right by the acceptance thereof of the Right expressly waives his right to receive any fractional Rights or any fractional Common Shares shares upon exercise or exchange of a Right, Right (except as permitted by this Section 14expressly provided above).
Appears in 2 contracts
Samples: Rights Agreement (Smith & Wesson Holding Corp), Rights Agreement (Main Street Restaurant Group, Inc.)
Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of RightsRights (except, except prior to the Distribution Date Date, as provided in Section 11(p11 hereof) hereof, or to distribute Rights Right Certificates that which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this subsection (aSection 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to tradingtrading or, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights Rights, as selected by the Board of Directors of the Company. If on any such date the Rights are not quoted by any such organization and no such professional market maker is making such a market in the Rights Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.
(b) The Following the occurrence of the Stock Acquisition Date or a Section 13 Event, the Company shall not be required to issue fractions of Preferred Shares shares of its Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares, except in each case for fractions which are integral multiples shares of Preferred Sharesits Common Stock. In lieu of fractional Preferred Shares that are not integral multiples shares of Preferred Sharesits Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this subsection (b), the current market value of one Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common ShareStock. For purposes of this subsection (cSection 14(b), the current market value of one a share of Common Share Stock shall be the closing price of one share of Common Share Stock of the Company (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.
(dc) The holder of a Right or a beneficial interest in a Right by the acceptance thereof expressly waives his any right to receive any fractional Rights or any fractional Common Shares shares upon exercise of a Right, Right (except as permitted by this Section 14provided above).
Appears in 2 contracts
Samples: Rights Agreement (Southwestern Energy Co), Rights Agreement (Southwestern Energy Co)
