Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. (d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this
Appears in 3 contracts
Samples: Rights Agreement (Extreme Networks Inc), Rights Agreement (Extreme Networks Inc), Rights Agreement (Extreme Networks Inc)
Issuance of Right Certificates. (a) Until the earlier of (ia) the tenth business day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (iib) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any person becoming the Beneficial Owner of 15Common Shares aggregating 30% or more of the then outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (Shares, including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (xi) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) each Right the Rights Certificates will not be transferable only in connection with except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a share (subject to adjustment as hereinafter provided) copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common StockShares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a separate Right certificate Certificate, in substantially the form of Exhibit B A hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As Following the Close of and after Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached hereto as of Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mailB hereto, to each record any holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (prior to the "Rights Agreement"), Expiration Date upon the terms request of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisholders.
Appears in 3 contracts
Samples: Rights Agreement (German American Bancorp), Rights Agreement (Biomet Inc), Rights Agreement (German American Bancorp)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company, or the Rights Agent at the request of the Company, shall send, at the expense of the Company, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer (other than a Qualifying Tender Offer) upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names name of the holders of the Common Stock and not by separate Right Certificatescertificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby, and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Dateevidenced thereby, as shown whether or not accompanied by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. With Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect to certificates representing such of shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until that become outstanding after the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) . Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) issued after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Extreme Networks, Inc. PathoGenesis Corporation and Mellon Investor Services LLC, as Xxxxxx Trust and Savings Bank (the "Rights Agent"), dated as of April 27June 26, 20011997, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. PathoGenesis Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by thisthis certificate. PathoGenesis Corporation shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Samples: Rights Agreement (Pathogenesis Corp), Rights Agreement (Pathogenesis Corp)
Issuance of Right Certificates. (a) Until the earlier of of:
(i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or Shares Acquisition Date or
(ii) the Close of Business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Corporation) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "“Distribution Date"), ,” (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment the Corporation); provided, however, that if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as hereinafter provided) a result of Common Stocksuch tender offer or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto ("a “Right Certificate") ”), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Corporation shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On With respect to certificates for Common Shares outstanding as of the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of until the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with such Common Shares. As a result of the execution of this Agreement on the date hereof, each share of Common Stock represented therebyoutstanding as of the Record Date shall, subject to the terms and conditions of this Agreement, also represent one Right and shall, subject to the terms and conditions of this Agreement, represent the right to purchase one one-thousandth of a Preferred Share.
(dc) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksTelewest Global, Inc. and Mellon Investor Services LLCThe Bank of New York, as Rights Agent, dated as of April 27March 25, 2001, as the same may be amended from time to time 2004 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksTelewest Global, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Telewest Global, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefore to the Secretary of Telewest Global, Inc. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date, the Redemption Date and the Final Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Telewest Global Inc), Rights Agreement (Telewest Global Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if Close of Business on the tenth day after the Stock Acquisition Date occurs before the Record Date, and (ii) the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the first public announcement of the intent of Exchange Act Regulations or any successor rule, if upon consummation thereof such Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the shares of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates (i) and (ii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock as of and subsequent to the Record Date (which certificates for shares of Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment adjustments as hereinafter provided) of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a one or more Right certificate certificates, in substantially the form of Exhibit B EXHIBIT A hereto (each, a "Right CertificateRIGHT CERTIFICATE") ), evidencing one --------- Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record DateJuly 24, 1990 or as soon as practicable thereafter, the Company will send sent a copy of a Summary of Terms of Rights to Purchase Preferred StockAgreement, substantially in the form attached hereto as Exhibit C EXHIBIT B ("Summary of Rights") (Exhibit B having been amended, however, to summarize the terms of the Rights as amended as of April 10, 1996 and further amended as of August 14, 1997), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record DateJuly 24, 1990, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares for Common Stock outstanding as of Common StockJuly 24, 1990, until the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (July 24, 1990, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date July 24, 1990, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed on, printed on, written on on, or otherwise affixed to them them, the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme Networks, Inc. Adobe Systems Incorporated and Mellon Investor Services LLCManufacturers Hanover Trust Company, as Rights Agent, dated as of April 27July 11, 2001, as the same may be amended from time to time 1990 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Adobe Systems Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Adobe Systems Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement. provided, however, that with respect to certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after August 14, 1997, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, the first sentence of such legend shall be replaced with the following: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Second Amended and Restated Rights Agreement between Adobe Systems Incorporated and Xxxxxx Trust Company of California, as Rights Agent, dated as of August 14, 1997 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Adobe Systems Incorporated. and the last sentence of such legend shall be replaced with the following: Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may become null and void in the circumstances specified in Section 7(f) of the Rights Agreement and may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
Appears in 2 contracts
Samples: Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt PersonExempted Entity) of, or of the first public announcement of the intent intention of such Person (other than an Exempted Entity) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt PersonExempted Entity) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be becoming the Beneficial Owner of 15% or more of the outstanding shares of Common Stock then outstanding (irrespective including, in the case of whether any shares are actually purchased pursuant to any such offerboth clause (i) and (including ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof and not by separate Right CertificatesCertificates (as defined below), and (y) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Series A Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto ("the “Summary of Rights"”), by --------- first-class, postage prepaid electronic mail, to each record holder of Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company.
(c) ; provided, however, the Company will send a copy of the Summary of Rights shall be issued in by first-class, postage-prepaid mail to each record holder who so requests upon receipt of the electronic mail. With respect of all to shares of Common Stock that are issued (either outstanding as an original issuance or from the Company's treasury) after of the Record Date prior to the earlier of Date, until the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights associated with such shares will be evidenced by the share certificate for such certificates for shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(dc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued or disposed of (including, without limitation, certificates issued upon transfer or exchange disposition of Common StockStock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksWCI Communities, Inc. and Mellon Investor Services LLCComputershare Trust Company, N.A., as Rights Agent, dated as of April 27January 30, 20012007, as the same may be amended amended, supplemented or otherwise modified from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksWCI Communities, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. WCI Communities, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Samples: Rights Agreement (Wci Communities Inc), Rights Agreement (Wci Communities Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B attached hereto ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. If the Company requests that the Rights Agent prepare and/or send the Right Certificates to such holders, the Company will identify to the Rights Agent in writing those Persons who, in accordance with Section 7(e) of this Agreement, are prohibited from receiving a Right Certificate, the Rights Agent shall neither prepare nor send Right Certificates to such Persons, and the Rights Agent shall have no responsibility for ascertaining if a Person is subject to the prohibitions contained in Section 7(e) but shall be entitled to act and rely solely on the identification of such Persons as provided to the Rights Agent by the Company in writing. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, for informational purposes, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, Stock in substantially in the form of Exhibit C attached hereto as Exhibit C ("the “Summary of Rights"”), by --------- first-class, postage prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in . With respect of all to certificates for shares of Common Stock that are issued (either outstanding as an original issuance or from the Company's treasury) after of the Record Date prior to Date, until the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock certificates registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the earlier of the Distribution Date (or, if earlier, or the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented thereby.
(dc) Certificates issued for shares of Common Stock which become outstanding (including, including without limitation, certificates issued limitation upon the transfer or exchange of outstanding shares of Common Stock, shares of Common Stock originally issued or delivered from the Company’s treasury or reacquired shares of Common Stock referred to in the last sentence of this paragraph (c)) after the Record Date but prior to before the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme Networks, Inc. Forbes Energy Services Ltd. (the “Company”) and CIBC Mellon Investor Services LLC, as Trust Company (the “Rights Agent”), dated as of April 27May 19, 20012008, as the same it may be amended from time to time be supplemented or amended (the "“Rights Agreement"”), the terms of which are incorporated herein by reference and a copy of which is on file at the Company’s principal executive office of Extreme Networks, Inc. offices. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Company will mail to the registered holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) whether currently held by or on behalf of such Person or by any subsequent holder will become null and void and may not be transferred to any Person. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the expiration or redemption of the Rights, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone, and surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. If the Company purchases or acquires any shares of Common Stock after the Record Date but before the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Forbes Energy Services Ltd.), Rights Agreement (Tx Energy Services, LLC)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, Person would be the Beneficial Owner of 15% or more of the then outstanding Common shares of Voting Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) the Company (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names name of the holders of the Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Dateevidenced thereby, as shown whether or not accompanied by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) issued after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Expiration Date, or the Final Expiration Date shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Extreme Networks, Inc. The Grand Union Company and Mellon Investor Services LLC, as American Stock Transfer & Trust Co. (the "Rights Agent"), dated as of April 2729, 20011999, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. The Grand Union Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by thisthis certificate. The Grand Union Company shall mail to the registered holder of this certificate a copy of the Agreement without charge within five (5) days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Samples: Rights Agreement (Grand Union Co /De/), Rights Agreement (Grand Union Co /De/)
Issuance of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the close of business on the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any entity holding securities of the first public announcement Company to the extent organized, appointed or established by the Company or any Subsidiary of the intent Company for or pursuant to the terms of any Person (other than an Exempt Personsuch employee benefit plan or compensation arrangement) to commence (is first published or sent or given within the meaning of Rule l4d-2(a) of the General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Company, which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any Person becoming the Beneficial Owner of Voting Power aggregating 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) Voting Power (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(c) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) each Right the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common Stock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company shall prepare and execute, and the Rights Agent will mail, at the expense of the Company shall countersign and if provided with all necessary informationsend, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued , a right certificate, in respect substantially the form of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time Exhibit A hereto (the "Rights AgreementRight Certificate"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisevidencing one Right for each share of
Appears in 2 contracts
Samples: Rights Agreement (Tekelec), Rights Agreement (Tekelec)
Issuance of Right Certificates. (a) Until Right Certificates will be issued pursuant to Sections 7.9 and 9.6(b) of the earlier of Plan as follows:
(i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, to each record Each holder of the Common Stock record of Allowed Class C-5A Interests as of the Close of Business on the Distribution Date, as shown by Effective Date will receive in accordance with the records of the Company, to the address of such holder shown on such records, Plan a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") Certificate evidencing one --------- Right for each share of Cancelled Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely represented by such Right Certificates.Allowed Class C-5A Interest;
(bii) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record Each holder of Common Stock record of Allowed Class C-5B Subordinated Claims as of the Close of Business on the Record Effective Date will receive in accordance with the Plan a Right Certificate evidencing one Right for each share of Cancelled Common Stock represented by such Allowed Class C-5B Subordinated Claim; and
(iii) The Company will issue to the Disbursing Agent for, and to be held in, the Disputed Claims Reserve, in respect of each holder of record of Class C-5B Subordinated Claims that are Disputed Claims as of the Close of Business on the Effective Date, at a Right Certificate evidencing one Right for each share of Cancelled Common Stock which was the address subject of such holder shown on the records of the Companyholder's Class C-5B Subordinated Claim ("Disputed Rights").
(cb) Notwithstanding clause (a), if any such holder holds shares of Cancelled Common Stock that provided the basis for both an Allowed Class C-5A Interest and a Class C-5B Subordinated Claim, then no Rights shall be issued in respect of all such holder's Class C-5B Subordinated Claims except to the extent the number of shares of Cancelled Common Stock that are relating to such Class C-5B Subordinated Claims exceeds the number of shares of Cancelled Common Stock represented by such holder's Allowed Class C-5A Interests.
(c) Rights Distributions in respect of Right Certificates issued (either as an original issuance or but not distributed pursuant to Section 9.6(b) of the Plan shall be held by the Rights Agent. If the distribution to a holder of a Right Certificate pursuant to Section 9.6(b) of the Plan occurs subsequent to any Rights Distribution in respect thereof, upon the receipt of specific, written instructions from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by Agent shall distribute all Rights Distributions paid with respect to such certificates for Common Stock Right Certificate to the registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented therebyholder thereof.
(d) Certificates Disputed Rights shall be held in a Disputed Claims Reserve subject to Article X of the Plan. In the event that any Class C-5B Subordinated Claim becomes an Allowed Class C-5B Subordinated Claim in whole or in part, the Disputed Rights (or portions thereof) issued for in respect of such Allowed Class C-5B Subordinated Claim shall no longer be Disputed Rights and shall be distributed to the holder of such Allowed Class C-5B Subordinated Claim in accordance with the Plan. In the event that any Class C-5B Subordinated Claim is withdrawn or becomes a Disallowed Claim (in whole or in part) pursuant to Article X of the Plan, the Disputed Rights issued in respect of the Disallowed portion thereof shall be returned by the Disbursing Agent to the Rights Agent and cancelled.
(e) On or prior to June 30, 2003, but in no event earlier than June 15, 2003, the Rights Agent, upon the receipt of specific written instructions from the Company (which the Company hereby agrees to provide) and at the expense of the Company, shall provide to the holders of record of Allowed Class C-5A Interests who have not yet surrendered to the Rights Agent certificates representing their shares of Cancelled Common Stock (includingor an affidavit of loss and indemnity satisfactory to the Rights Agent as specified in Section 9.6(b) of the Plan) written notice that the failure to surrender such certificates or to execute and deliver an affidavit of loss and indemnity pursuant to Section 9.6(b) of the Plan prior to August 12, without limitation, certificates issued upon transfer or exchange 2003 shall result in the forfeiture of such holder's rights and interests in respect of such Cancelled Common Stock) after , including the Record Date but prior right to participate in any distributions pursuant to the earlier Plan. Such notice shall contain written instructions regarding the proper delivery of the Distribution Date such certificates or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences such affidavit of loss and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisindemnity.
Appears in 2 contracts
Samples: Rights Agent Agreement (Comdisco Holding Co Inc), Rights Agent Agreement (Comdisco Holding Co Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan, employee stock or deferral plan or director compensation or deferral plan of the Company or of the first public announcement any Subsidiary of the intent Company or any trust or other entity organized, appointed, established or holding Common Shares of the Company for or pursuant to the terms of any Person (other than an Exempt Personsuch plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement), of a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any Person becoming the Beneficial Owner of 15Common Shares of the Company aggregating 10% or more of the then outstanding Common Stock (irrespective Shares of whether any shares are actually purchased pursuant to any such offer) the Company (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for Common Shares of the Common Stock Company registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) Common Shares of Common Stockthe Company. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if requested and if provided with all necessary informationa list of record holders of Common Shares of the Company, send) by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company's registrar and transfer agent, a Right certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Dateregistrar and transfer agent. With respect to certificates representing such shares for Common Shares of Common Stockthe Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares of the Company outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock Shares of the Company represented thereby.
(dc) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, certificates issued upon transfer or exchange original issuances of Common StockShares and disposition of Common Shares that are reacquired by the Company) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights an Agreement between Extreme NetworksThe PNC Financial Services Group, Inc. and Mellon Investor Services LLC, as Rights AgentThe Chase Manhattan Bank, dated as of April 27May 15, 20012000, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksThe PNC Financial Services Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The PNC Financial Services Group, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor addressed to its Corporate Secretary at its principal executive offices. As set forth in the Agreement, Rights beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. The preceding sentence shall not apply to Rights associated with Common Shares of the Company held by any employee benefit plan, employee stock or deferral plan or director compensation or deferral plan of the Company or any Subsidiary of the Company, or any trust or other entity organized, appointed, established or holding Common Shares for or pursuant to the terms of any such plan.
Appears in 2 contracts
Samples: Rights Agreement (PNC Financial Services Group Inc), Rights Agreement (PNC Financial Services Group Inc)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a summary of rights (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names name of the holders of the Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Dateevidenced thereby, as shown whether or not accompanied by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. With Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect to certificates representing such of shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until that become outstanding after the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) . Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Second Amended and Restated Rights Agreement between Extreme NetworksSix Flags, Inc. (formerly Premier Parks Inc.) and Mellon Investor Services LLCThe Bank of New York, as (the "Rights Agent"), dated as of April 27September 14, 20012004, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksSix Flags, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by thisthis certificate. Six Flags, Inc. shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Samples: Rights Agreement (Six Flags Inc), Rights Agreement (Six Flags Inc)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be becoming the Beneficial Owner of 15% or more of the outstanding shares of Common Stock then outstanding (irrespective including, in the case of whether any shares are actually purchased pursuant to any such offerboth clause (i) and (including ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof, and not by separate Right CertificatesCertificates (as defined below), and (y) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto ("the “Summary of Rights"”), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in . With respect of all to shares of Common Stock that are issued (either outstanding as an original issuance or from the Company's treasury) after of the Record Date prior to the earlier of Date, until the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights associated with such shares will be evidenced by the share certificate for such certificates for shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(dc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued or disposed of (including, without limitation, certificates issued upon transfer or exchange disposition of Common StockStock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksAmerican Axle & Manufacturing Holdings, Inc. and Mellon Investor Services LLC, as Rights AgentEquiServe Trust Company Inc., dated as of April 27September 15, 20012003, as the same may be amended amended, supplemented or otherwise modified from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksAmerican Axle & Manufacturing Holdings, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. American Axle & Manufacturing Holdings, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Samples: Rights Agreement (American Axle & Manufacturing Holdings Inc), Rights Agreement (American Axle & Manufacturing Holdings Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if close of business on the tenth day after the Stock Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth close of business day on the fifteenth Business Day (or such later date as may be determined by action of the Board of Directors Trustees prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Trust, any Subsidiary of the Trust, any employee benefit plan of the Trust or of any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Trust, any Subsidiary of the Trust, any employee benefit plan of the Trust or of any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Stock Shares, or (irrespective iii) the close of whether business on the tenth Business Day (or such later date as may be determined by action of the Board of Trustees prior to such time as any shares are actually purchased Person becomes an Acquiring Person) after the date of filing by any Person (other than the Trust, any Subsidiary of the Trust, or any employee benefit plan of the Trust or any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such offerPlan) of, or the first public announcement of the intention of any Person (other than the Trust, any Subsidiary of the Trust, or any employee benefit plan of the Trust or any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such Plan) to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person (other than the Trust, any Subsidiary of the Trust, or any employee benefit plan of the Trust or any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such Plan) becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, other than a transaction in which newly issued Common Shares are issued directly by the Trust to such Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) each Right the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment as hereinafter provided) of Common Stockthe Trust). As soon as practicable after the Distribution Date, the Trust will prepare and execute, the Rights Agent will mailcountersign, and the Trust will send or cause to be sent (and the Rights Agent, at the expense of the Company and Trust, will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Trust, a Right certificate Certificate, in substantially the form of Exhibit B hereto ("a “Right Certificate") ”), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Trust shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Trust shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On With respect to certificates for Common Shares outstanding as of the Record Date, or as soon as practicable thereafteruntil the Distribution Date, the Company Rights will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially be evidenced by such certificates registered in the form attached hereto as Exhibit C ("Summary names of Rights")the holders thereof, by --------- first-class, postage prepaid mail, to each record holder and registered holders of Common Stock as Shares shall also be the registered holders of the Close associated Rights (regardless of Business whether such ownership is indicated on the Record Common Share certificates). Until the earliest of the Distribution Date, at the address Redemption Date or the Final Expiration Date, the transfer of such holder shown on any certificate for Common Shares shall also constitute the records transfer of the CompanyRights associated with the Common Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock that Shares which are issued (either as an original issuance whether or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stocknot previously issued) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates evidencing such Common Shares shall also be deemed to be certificates for Rights. Certificates evidencing both Common Shares and Rights in accordance with this Section 3 which are executed and delivered (whether or not the Common Shares represented thereby were previously issued or are presented for transfer) by the Trust (including, without limitation, certificates representing reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend that by itself or together with prior legends is substantially to the following legendeffect: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement between Extreme Networks, Inc. Archstone-Sxxxx Trust (the “Trust”) and Mellon Investor Services LLC, as Rights Agent, dated as of April 27August 31, 2001, as the same may be amended from time to time 2001 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. the Trust. Under certain circumstances, as set forth in the Rights Agreement, such the Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Trust will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. Until the Distribution Date, the Rights associated with the Common Shares shall be evidenced by the certificates evidencing the associated Common Shares alone (regardless of whether any such certificate contains the above legend), and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Trust purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Trust shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Archstone Smith Trust), Rights Agreement (Archstone Smith Operating Trust)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) ofthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of the first public announcement any Subsidiary of the intent Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any Person (other than an Exempt Personsuch plan) to commence (which intention to commence remains in effect for five (5is first published or sent or given within the meaning of Rule 14d-2(a) business days after such announcement)of the General Rules and Regulations under the Securities Exchange Act of 1934, a tender or exchange offer upon as amended, if the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment the Corporation); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as hereinafter provided) a result of Common Stocksuch tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached hereto as of Exhibit C hereto (the, "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such shares for Common Shares outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such Common Stock represented therebyShares.
(dc) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksUnited Natural Foods, Inc. and Mellon Investor Services LLC, as Rights AgentContinental Stock Transfer and Trust Company, dated as of April 27February 22, 2001, as the same may be amended from time to time 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksUnited Natural Foods, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. United Natural Foods, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (United Natural Foods Inc), Rights Agreement (United Natural Foods Inc)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 1520% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Class A Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Class A Common Stock registered in the names name of the holders of the Class A Common Stock and the Class B Rights shall be evidenced by the certificates for Class B Common Stock registered in the name of the holders of Class B Common Stock, and in each case not by separate Right Certificatescertificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby, and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Dateevidenced thereby, as shown whether or not accompanied by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. With Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect to certificates representing such of shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until that become outstanding after the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) . Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Extreme NetworksThe Wet Seal, Inc. and Mellon Investor Services LLC, as American Stock Transfer & Trust Company (the "Rights Agent"), dated as of April 27August 19, 20011997, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksThe Wet Seal, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by thisthis certificate. The Wet Seal, Inc. shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Samples: Rights Agreement (Wet Seal Inc), Rights Agreement (Wet Seal Inc)
Issuance of Right Certificates. (a) Until the close of business on the day (the "Distribution Date") which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of may fix following the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any ), provided that such date which is fixed by the Board of Directors shall not be later than the nineteenth Business Day after the date of this Rights Agreement such commencement or public announcement (the date specified in clauses (i) and prior (ii) being subject to extension by the issuance Board of the Rights; the earlier of such dates being herein referred Directors pursuant to as the "Distribution Date"Section 25 hereof), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificatescertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock; provided that if the Distribution Date would be prior to the Record Date, the Record date shall be the Distribution Date; and provided, further, that if a tender or exchange offer referred to in clause (ii) above is cancelled or withdrawn prior to the Distribution Date, such offer shall be deemed, for purposes of this Rights Agreement, never to have been made. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B A hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Common Stock, substantially in the form attached hereto as Exhibit C B ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares for Common Stock outstanding as of Common Stockthe Record Date, until the Distribution Date (or, if earlier, the Expiration Date), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates Rights shall be issued for in respect of all shares of Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme NetworksSafety-Kleen Corp. and Equiserve Trust Company, Inc. and Mellon Investor Services LLCN.A., as Rights Agent, dated as of April 27October 15, 2001, as the same may be amended from time to time 1999 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Safety-Kleen Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Safety-Kleen Corp. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights may become null and void as provided in Section 11(a)(ii) of the Rights Agreement. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
Appears in 2 contracts
Samples: Rights Agreement (Safety Kleen Corp/), Rights Agreement (Safety Kleen Corp/)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation shall make available a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), to any record holder of shares of Common Stock as of the Record Date, who may so request in writing from time to time prior to the Expiration Date or Final Expiration Date.
(b) Until the Close of Business on the day which is the earlier of (i) the tenth day (10th) Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associatesor any Affiliate or Associate of such Person, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (xA) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders of the Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificatescertificates, and the record holders of such certificates (yor such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (B) each Right will shall only be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) ). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights.
(c) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date, but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates that become outstanding for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) equal to the number of shares of common stock represented by this certificate, such Rights being on the terms set forth in the Rights Agreement by and between FXCM Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), dated as of January 29, 2015, as it may be amended from time to time (the “Agreement”), the terms of which (including the restrictions on the transfer of such Rights) are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Agreement, such Rights may be redeemed, may become exercisable for securities or assets of the Company, or securities of another entity, may be exchanged for shares of Common Stock or other securities or assets of the Company or may expire. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company shall mail to the registered holder of this certificate a copy of the Agreement without charge within five (5) days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of book-entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone or such registration in book-entry form, and the surrender for transfer of any such certificate or book-entry shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this paragraph (c), neither the omission of a legend, nor the failure to provide notice thereof, shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested by the Corporation and provided with a shareholder list and all necessary or relevant information and documents, at the expense of the Company and if provided with all necessary informationCorporation’s expense, send), by first-classfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the CompanyCorporation or the transfer agent or registrar for Common Stock, to at the address of such holder shown on such records, a Right certificate substantially in substantially the form of Exhibit B hereto provided by Section 4 hereof ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) On Certificates and may be transferred by the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as transfer of the Close Right Certificate as permitted hereby, separately and apart from any transfer of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance one or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such more shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this
Appears in 2 contracts
Samples: Rights Agreement (FXCM Inc.), Rights Agreement (FXCM Inc.)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date or such earlier or later date (or, if not beyond the tenth thirtieth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date that otherwise would have occurred or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names name of the holders of the Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Right or Rights associated with the Common Stock represented evidenced thereby, whether or not accompanied by a copy of the Summary of Rights.
(dc) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date and, in certain circumstances provided in Section 3(e) hereof and Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date (or, in certain circumstances as provided in Section 3(e) hereof and Section 22 hereof, after the Distribution Date) shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Extreme NetworksU.S. Industries, Inc. and Mellon Investor Services LLC, as The Chase Manhattan Bank (the "Rights Agent"), dated as of April 27October 15, 20011998, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksU.S. Industries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by thisthis certificate. U.S. Industries, Inc. shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
(e) In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.
Appears in 2 contracts
Samples: Rights Agreement (Us Industries Inc /De), Rights Agreement (Us Industries Inc /De)
Issuance of Right Certificates. (a) Until the Close of Business on the earlier to occur of (i) the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business (10th) calendar day (or such later date time as may be determined by action of the Board of Directors prior to but in no event later than the time such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer), or in the case of clause (ii) such later date specified by the Board which date shall not be later than the date specified in clause (i) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier earliest of such dates being herein referred to herein as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the shares of Common Stock of the Company registered in the names of the holders of the shares of Common Stock and of the Company (which certificates for shares of Common Stock of the Company shall be deemed also to be certificates for Rights) or, with respect to shares of Common Stock of the Company not represented by certificates, the Rights related thereto will be evidenced by the notation on the records of the Company representing these shares, and, in each case, not by separate Right Certificatescertificates, (y) the registered holders of shares of Common Stock of the Company shall also be the registered holders of the associated Rights, and (yz) each Right the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common StockStock of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will mailwill, if requested to do so by the Company and provided with all necessary information and documents, at the expense of the Company and if provided with all necessary informationCompany, send, by first-class, postage prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of Business on the Distribution Date, as at the address of the holder shown by on the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("the “Right Certificate"”) evidencing one --------- Right for each share the Rights underlying the shares of Common Stock of the Company so held, provided, that all procedures relating to actions to be taken or information to be provided with respect to Rights recorded in uncertificated or book-entry form, and all requirements with respect to the form of any Right Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect uncertificated or book-entry ownership subject to the prior written consent of the Rights Agent. As of and after the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the same in writing on or prior to the next succeeding Business Day. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Preferred Stockthe Terms of the Rights, substantially in the form attached hereto as Exhibit C ("the “Summary of Rights"”), by --------- first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), Company shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented therebythereby and the transfer of shares of Common Stock on the records of the Company shall also constitute the transfer of the Rights associated with the shares.
(d) Certificates issued for shares of Common Stock of the Company (including, without limitation, certificates issued upon transfer or exchange of shares of Common StockStock of the Company) after the Record Date Date, but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights rights (the “Rights”) as set forth in a Section 382 Tax Benefits Preservation Plan by and between Immersion Corporation (the Rights Agreement between Extreme Networks“Company”) and Computershare Trust Company, Inc. and Mellon Investor Services LLCN.A., as Rights AgentAgent (or any successor rights agent), dated as of April 27November 17, 20012021, as the same may be amended from time to time amended, extended or renewed (the "Rights Agreement"“Plan”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. the Company. Under certain circumstances, as set forth in the Rights AgreementPlan, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Company will mail to the holder of record of this certificate a copy of the Plan, without charge, within ten Business Days (as defined in the Plan) after receipt of a written request therefor. Under certain circumstances, as provided in the Plan, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Plan) or any purported subsequent holder of such Rights will become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.” In the case of the initial transaction statement or subsequent period statements with respect to shares of Common Stock of the Company not represented by certificates (including, without limitation, upon transfer or exchange of Common Stock) after the Record date, but prior to the earlier of the Distribution Date or the Expiration Date, registration of such shares in the Company’s share register shall be deemed also to be evidence of such Rights, and such statements will include a legend in substantially the following form: “The registration in the share register of Immersion Corporation of the shares of common stock to which this initial transaction or subsequent periodic statement relates also evidences and entitles the registered holder of such shares to certain rights (the “Rights”) as set forth in a Section 382 Tax Benefits Preservation Plan by and between Immersion Corporation and Computershare Trust Company, N.A., as Rights Agent (or any successor rights agent), dated as of November 17, 2021, as from time to time amended, extended or renewed (the “Plan”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of the Company. Under certain circumstances, as set forth in the Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by such registration. The Company will mail to the holder of this statement a copy of the Plan, without charge, within ten Business Days (as defined in the Plan) after receipt of a written request therefor. Under certain circumstances, as provided in the Plan, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Plan) or any purported subsequent holder of such Rights will become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.” The failure to print the foregoing legend on any such certificate, initial transaction statement or subsequent period statement representing shares of Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.
Appears in 2 contracts
Samples: Tax Benefits Preservation Plan (Immersion Corp), Tax Benefits Preservation Plan (Immersion Corp)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment the Corporation); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as hereinafter provided) a result of Common Stocksuch tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B A hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred StockCommon Shares, in substantially in the form attached of Exhibit B hereto as Exhibit C (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, mail to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such shares for Common Shares outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such Common Stock represented therebyShares.
(dc) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksVion Pharmaceuticals, Inc. and Mellon Investor Services LLC, as Rights AgentAmerican Stock Transfer & Trust Company, dated as of April 27October 26, 2001, as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksVion Pharmaceuticals, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Vion Pharmaceuticals, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Vion Pharmaceuticals Inc), Rights Agreement (Vion Pharmaceuticals Inc)
Issuance of Right Certificates. (a) 3.1. Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, ii) the Close of Business on the Record Datetenth (10th) or (ii) the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as ) (the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) 3.2 hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common StockStock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares a "Right Certificate"), evidencing one Right for each share of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this
Appears in 2 contracts
Samples: Rights Agreement (Pyramid Breweries Inc), Rights Agreement (Pyramid Breweries Inc)
Issuance of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after date on which the Stock Acquisition Date occurs before the Record DateTime occurs, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such specified or unspecified later date on or after the Record Date as may be determined by action of the Board of Directors of the Corporation prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon for an amount of Common Stock of the successful consummation Corporation which, together with the shares of which such stock already owned by such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any result in such offer) Person becoming an Acquiring Person (including any such date which that is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of a stock certificate (an “Ownership Statement”), or by the certificates for the shares of Common Stock of the Corporation registered in the names of the holders of the Common Stock thereof, and not by separate Right Book-Entries and Ownership Statements or by separate Rights Certificates, and (y) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of the underlying Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary informationsend, by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock of the Corporation as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, in substantially the form of Exhibit B hereto ("a “Right Certificate") ”), evidencing one --------- Right for each share of Common Stock of the Corporation so held, subject to adjustment and to the provisions of Section 14(a) hereof. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially in the form attached hereto as Exhibit C ("Summary of Rights")C, by --------- first-class, postage postage-prepaid mail, to each record holder of its Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in Corporation. With respect of all shares of to Book-Entries and Ownership Statements or certificates for Common Stock that are issued (either of the Corporation outstanding as an original issuance or from the Company's treasury) after of the Record Date prior to Date, until the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such Book-Entries and Ownership Statements or certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the earlier of the Distribution Date (or, if earlier, or the Expiration Date), the transfer of any Common Stock represented by a Book-Entry and Ownership Statement or the surrender for transfer of any certificate for Common Stock of the Corporation outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented therebyby such Book-Entry and Ownership Statement or certificate.
(dc) Certificates (or Ownership Statements) issued by the Corporation for Common Stock (including, without limitation, certificates issued whether upon transfer or exchange of outstanding Common Stock, original issuance or disposition from the Corporation’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for the Rights and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate [certificate][statement] also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme Networksthe Corporation and Wxxxx Fargo Bank, Inc. and Mellon Investor Services LLCNational Association, as Rights Agent, dated as of April 27, 2001, as the same it may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis [certificate][statement]. The Corporation will mail to the holder of this [certificate][statement] a copy of the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person, or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates (or Ownership Statements) containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock of the Corporation represented by such certificates or evidenced by such Ownership Statements shall be evidenced by such certificates or Ownership Statements alone and registered holders of Common Stock of the Corporation shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Corporation represented by such certificates or Ownership Statements. In the event that the Corporation purchases or acquires any Common Stock of the Corporation after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Stock of the Corporation shall be deemed canceled and retired upon cancellation of such Common Stock, and the Corporation shall not be entitled to exercise any Rights associated with any Common Stock of the Corporation which are no longer outstanding or held in treasury. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Samples: Rights Agreement (New Giant CORP), Rights Agreement (Graphic Packaging Holding Co)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if Close of Business on the tenth day after the Stock Acquisition Date occurs before the Record Date, (ii) the Close of Business on the Record Date) or (ii) the tenth business day fifteenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Affiliate or Subsidiary of the Company, any employee benefit plan of the Company or of any Affiliate or Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of any such plan) of, or of the first public announcement of of, the intent intention of any Person (other than an Exempt Personthe Company, any Affiliate or Subsidiary of the Company, any employee benefit plan of the Company or of any Affiliate or Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any Person becoming the Beneficial Owner of 15Common Stock aggregating 10% or more of the then outstanding Common Stock, or (iii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of filing by any Person of, or the first public announcement of the intention of any Person to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person becoming the Beneficial Owner of Common Stock (irrespective aggregating 10% or more of whether any the then outstanding Common Stock, other than a transaction in which newly issued shares of Common Stock are actually purchased pursuant issued directly by the Company to any such offer) Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) each Right the Rights will be transferable only in connection with the transfer of the underlying Common Stock (including a share (subject transfer to adjustment as hereinafter provided) of Common Stockthe Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On With respect to certificates for shares of Common Stock outstanding as of the Record Date, or as soon as practicable thereafteruntil the Distribution Date, the Company Rights will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially be evidenced by such certificates registered in the form attached hereto as Exhibit C ("Summary names of Rights")the holders thereof, by --------- first-class, postage prepaid mail, to each record holder and registered holders of Common Stock as shall also be the registered holders of the Close associated Rights (regardless of Business whether such ownership is indicated on the Record Common Stock certificates). Until the earliest of the Distribution Date, at the address Redemption Date or the Final Expiration Date, the transfer of such holder shown on any certificate for Common Stock shall also constitute the records transfer of the CompanyRights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (either as an original issuance whether or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stocknot previously issued) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates evidencing such shares of Common Stock shall also be deemed to be certificates for Rights. Certificates evidencing both Common Stock and Rights in accordance with this Section 3 which are executed and delivered (whether or not the shares of Common Stock evidenced thereby were previously issued or are presented for transfer) by the Company (including, without limitation, certificates representing reacquired shares of Common Stock referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend that by itself or together with prior legends is substantially to the following legendeffect: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement between Extreme NetworksOmega Healthcare Investors, Inc. (the "Company") and Mellon Investor Services LLC, as Rights AgentFirst Chicago Trust Company, dated as of April 27May 12, 2001, as the same may be amended from time to time 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such the Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. Until the Distribution Date, the Rights associated with the Common Stock shall be evidenced by the certificates evidencing the associated shares of Common Stock alone (regardless of whether any such certificate contains the above legend), and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Omega Healthcare Investors Inc), Rights Agreement (Omega Healthcare Investors Inc)
Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day Business Day after the a Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) Business Day after the date of the commencement by any Person (other than an Exempt Person) of, or the date of the first public announcement (such commencement date or announcement date being herein referred to as the "Offer Date") of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer (as determined by reference to Rule 14d-2 (a) (or any successor rule) under the Exchange Act) upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% 30 percent or more of the then outstanding Common Voting Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is the tenth Business Day after the date first to occur of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates a Stock Acquisition Date or an Offer Date being herein referred to as the "Distribution Date"), ,
(xi) the Rights will automatically attach to, and be evidenced (subject to the provisions of Section 3(c) hereof) by by, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and and
(yii) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock; provided, however, that a Distribution Date shall be deemed not to have occurred on the tenth Business Day after an Offer Date if, prior to the Close of Business on such tenth Business Day, the Company's Board of Directors declares that such tenth Business Day shall not be considered a Distribution Date. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the CompanyCompany at the Close of Business on the Distribution Date, to at the address of such holder shown on such records, a Right certificate Certificate, in substantially the form of Exhibit B hereto ("Right Certificate") A hereto, evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as As soon as practicable thereafterafter the date hereof, the Company will send a copy of a Summary of Rights to Purchase Preferred StockRights, in substantially in the form attached hereto as Exhibit C ("Summary of Rights")B, by --------- first-classclass mail, postage prepaid mailprepaid, to each record holder of Common Stock as of the Close of Business on the Rights Record Date, at the address of such holder shown on the records of the Company.
(c) The Company will cause certificates for Common Stock issued after the Rights shall be issued in respect of all Record Date (including replacement certificates for shares of Common Stock that are issued (either as an original issuance outstanding on or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Record Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of (i) the Distribution Date or Date, (ii) the Expiration Date shall and (iii) the date, if any, on which the Rights may be redeemed, to have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networksthe Company and ChaseMellon Shareholder Services, Inc. and Mellon Investor Services LLCL.L.C., as Rights Agent, dated as of April 27, 2001, as the same may shall be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) or certain transferees of any thereof, whether currently held by or on behalf of such Person or by any subsequent holder, may be limited as provided in Section 7(f) of the Rights Agreement. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.
(d) Until the Distribution Date, the surrender for transfer of any of the certificates for Common Stock outstanding on or after the Rights Record Date, with or without a copy of the Summary of Rights attached thereto and with or without the legend set forth in subsection (c) above, shall also constitute the transfer of the Rights associated with such Common Stock. After the Distribution Date, the Rights will be evidenced solely by the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Wynns International Inc), Rights Agreement (Wynns International Inc)
Issuance of Right Certificates. (a) (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if Close of Business on the tenth day after the Stock Acquisition Date occurs before the Record Date, and (ii) the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the first public announcement of the intent of Exchange Act Regulations or any successor rule, if upon consummation thereof such Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the shares of the outstanding Company Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Company Common Stock registered in the names of the holders of the Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment adjustments as hereinafter provided) of Company Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, at the expense of the Company, to each record holder of the Company Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a one or more Right certificate certificates, in substantially the form of Exhibit B A hereto (each, a "Right Certificate") ), evidencing one --------- Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send sent a copy of a Summary of Terms of Rights to Purchase Preferred StockAgreement, substantially in the form attached hereto as Exhibit C B ("Summary of Rights") (Exhibit B having been amended, however, to summarize the terms of the Rights as amended as of April 10, 1996, as of August 14, 1997 and as of December 15, 1998 and further amended as of the date hereof), by --------- first-class, postage prepaid mail, to each record holder of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares for Company Common Stock outstanding as of Common Stockthe Record Date, until the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Company Common Stock registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Company Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Company Common Stock represented thereby.
(d) Certificates issued for Company Common Stock (including, without limitation, certificates issued upon transfer or exchange of Company Common Stock) after the Record Date Date, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed on, printed on, written on on, or otherwise affixed to them them, the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme Networks, Inc. Adobe Systems Incorporated and Mellon Investor Services LLCManufacturers Hanover Trust Company, as Rights Agent, dated as of April 27July 11, 2001, as the same may be amended from time to time 1990 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Adobe Systems Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Adobe Systems Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement. provided, however, that with respect to certificates issued for Company Common Stock (including, without limitation, certificates issued upon transfer or exchange of Company Common Stock) after the date hereof, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, the first sentence of such legend shall be replaced with the following: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Fourth Amended and Restated Rights Agreement between Adobe Systems Incorporated and Computershare Investor Services, LLC, as Rights Agent, dated as of July 1, 2000 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Adobe Systems Incorporated. and the last sentence of such legend shall be replaced with the following: Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may become null and void in the circumstances specified in Section 7(f) of the Rights Agreement and may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement. With respect to such certificates containing the foregoing legend, the Rights associated with the Company Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Company Common Stock represented thereby.
(e) The number of Rights associated with each share of Company Common Stock outstanding (including any shares of Company Common Stock held in treasury) on the date hereof shall be adjusted so that the number of Rights associated with each share of the Company Common Stock on the date hereof shall equal one.
Appears in 2 contracts
Samples: Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) Shares Acquisition Date or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any Person becoming the Beneficial Owner of 15Common Shares aggregating 20% or more of the then outstanding Common Stock Shares (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") Certificate evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in (the form attached hereto as Exhibit C ("Summary of RightsSUMMARY OF RIGHTS"), ) by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares for Common Shares outstanding as of Common Stockthe Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Close of Business on the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented Shares evidenced thereby.
(dc) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date but prior to the earlier earliest of (i) the Close of Business on the Distribution Date, (ii) the Redemption Date or (iii) the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme NetworksTeradyne, Inc. and Mellon Investor Services LLC, as Rights AgentFleet National Bank, dated as of April 27November 17, 2001, as the same may be amended from time to time 2000 (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksTeradyne, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Teradyne, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Teradyne Inc), Rights Agreement (Teradyne Inc)
Issuance of Right Certificates. (a) 3.1. Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, ii) the Close of Business on the Record Datetenth (10th) or (ii) the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as ) (the "Distribution Date"), (x) the Rights will be evidenced (subject ----------------- to the provisions of Section 3(c) 3.2 hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common StockStock (including a transfer to the Corporation); provided, however, that -------- ------- if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of ----------------- Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On 3.2. As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- ----------------- first-class, postage postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such for shares of Common StockStock outstanding as of the Record Date, until the Distribution Date the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such shares of Common Stock.
3.3. Certificates for shares of Common Stock represented thereby.
(d) Certificates issued for Common Stock that become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired shares of Common StockStock referred to in the last sentence of this Section 3.3) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksNetVantage, Inc. and Mellon Investor Services LLCContinental Stock Transfer & Trust Company, a New York corporation, as Rights Agent, dated as of April 27February 13, 2001, as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksNetVantage, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. NetVantage, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that the Corporation purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Netvantage Inc), Rights Agreement (Netvantage Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if close of business on the tenth day after the Stock Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth close of business day on the fifteenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Affiliate or Subsidiary of the Company, any employee benefit plan of the Company or of any Affiliate or Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of of, the intent intention of any Person (other than an Exempt Personthe Company, any Affiliate or Subsidiary of the Company, any employee benefit plan of the Company or of any Affiliate or Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Stock Shares, or (irrespective iii) the close of whether business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any shares Person becomes an Acquiring Person) after the date of filing by any Person of, or the first public announcement of the intention of any Person to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, other than a transaction in which newly issued Common Shares are actually purchased pursuant issued directly by the Company to any such offer) Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) each Right the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment as hereinafter provided) of Common Stockthe Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On With respect to certificates for Common Shares outstanding as of the Record Date, or as soon as practicable thereafteruntil the Distribution Date, the Company Rights will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially be evidenced by such certificates registered in the form attached hereto as Exhibit C ("Summary names of Rights")the holders thereof, by --------- first-class, postage prepaid mail, to each record holder and registered holders of Common Stock as Shares shall also be the registered holders of the Close associated Rights (regardless of Business whether such ownership is indicated on the Record Common Share certificates). Until the earliest of the Distribution Date, at the address Redemption Date or the Final Expiration Date, the transfer of such holder shown on any certificate for Common Shares shall also constitute the records transfer of the CompanyRights associated with the Common Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock that Shares which are issued (either as an original issuance whether or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stocknot previously issued) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates evidencing such Common Shares shall also be deemed to be certificates for Rights. Certificates evidencing both Common Shares and Rights in accordance with this Section 3 which are executed and delivered (whether or not the Common Shares evidenced thereby were previously issued or are presented for transfer) by the Company (including, without limitation, certificates representing reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend that by itself or together with prior legends is substantially to the following legendeffect: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement between Extreme NetworksIndyMac Bancorp, Inc. (the "Company") and Mellon Investor Services LLC, as Rights AgentThe Bank of New York, dated as of April 27October 17, 2001, as the same may be amended from time to time 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such the Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. Until the Distribution Date, the Rights associated with the Common Shares shall be evidenced by the certificates evidencing the associated Common Shares alone (regardless of whether any such certificate contains the above legend), and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Indymac Bancorp Inc), Rights Agreement (Indymac Bancorp Inc)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be becoming the Beneficial Owner of 15% or more of the outstanding shares of Common Stock then outstanding (irrespective including, in the case of whether any shares are actually purchased pursuant to any such offerboth clause (i) and (including ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof, and not by separate Right CertificatesCertificates (as defined below), and (y) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in . With respect of all to shares of Common Stock that are issued (either outstanding as an original issuance or from the Company's treasury) after of the Record Date prior to the earlier of Date, until the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights associated with such shares will be evidenced by the share certificate for such certificates for shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(dc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued or disposed of (including, without limitation, certificates issued upon transfer or exchange disposition of Common StockStock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksXxxxxxx'x, Inc. and Mellon Investor Services LLC, as Rights AgentRegistrar and Transfer Company, dated as of April 27March 2, 20012002, as the same may be amended amended, supplemented or otherwise modified from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksXxxxxxx'x, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Xxxxxxx'x, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Samples: Rights Agreement (Dillards Inc), Rights Agreement (Dillards Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if close of business on the tenth day after the Stock Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth close of business day on the fifteenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any Person becoming the Beneficial Owner of Ordinary Shares aggregating 15% or more of the then outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) Ordinary Shares (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Ordinary Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) each Right the Rights will be transferable only in connection with the transfer of the underlying Ordinary Shares (including a share (subject transfer to adjustment as hereinafter provided) the Company). The Company shall give the Rights Agent prompt written notice of Common Stockthe Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will, after receipt of written notice of the Distribution Date from the Company, countersign, and the Company will mailsend or cause to be sent (and the Rights Agent will, if requested, send, at the expense of the Company and if provided with all necessary information, Company) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Ordinary Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing an aggregate number of Rights equal to one --------- Right for each share of Common Stock Ordinary Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Shareholder Rights to Purchase Preferred StockPlan, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of RightsShareholder Rights Plan"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock Ordinary Shares as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof, together with the Summary of Shareholder Rights Plan, and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the transfer of any certificate for Ordinary Shares outstanding on the Record Date, with or without a copy of the Summary of Shareholder Rights Plan, shall also constitute the transfer of the Rights associated with the Ordinary Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock that Ordinary Shares which are issued (either as an original issuance whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. With respect to certificates Certificates representing such shares of Common Stockboth Ordinary Shares and Rights in accordance with this Section 3 which are executed and delivered (whether the Ordinary Shares represented thereby are originally issued, delivered from the Rights will be evidenced Company's treasury or are presented for transfer) by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock Company (including, without limitation, certificates issued upon transfer or exchange representing reacquired Ordinary Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially equivalent to the following legendfollowing: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement between Extreme Networks, Inc. ACE Limited (the "Company") and Mellon Investor Services LLC, as Rights AgentThe Bank of New York, dated as of April 27May 7, 2001, as the same may be amended from time to time 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. Until the Distribution Date, the Rights associated with the Ordinary Shares shall be evidenced by the certificates representing the associated Ordinary Shares alone, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares represented thereby. If the Company purchases or acquires any Ordinary Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Ordinary Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Ace LTD), Rights Agreement (Ace LTD)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if Close of Business on the tenth day after the Stock Acquisition Date occurs before the Record Date, and (ii) the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the first public announcement of the intent of Exchange Act Regulations or any successor rule, if upon consummation thereof such Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the shares of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates (i) and (ii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock as of and subsequent to the Record Date (which certificates for shares of Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment adjustments as hereinafter provided) of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, at the expense of the Company, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a one or more Right certificate certificates, in substantially the form of Exhibit B EXHIBIT A hereto (each, a "Right CertificateRIGHT CERTIFICATE") ), evidencing one --------- Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record DateJuly 24, 1990 or as soon as practicable thereafter, the Company will send sent a copy of a Summary of Terms of Rights to Purchase Preferred StockAgreement, substantially in the form attached hereto as Exhibit C EXHIBIT B ("Summary SUMMARY OF RIGHTS") (Exhibit B having been amended, however, to summarize the terms of Rights"the Rights as amended as of April 10, 1996 and further amended as of August 14, 1997, and as of December 15, 1998), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record DateJuly 24, 1990, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares for Common Stock outstanding as of Common StockJuly 24, 1990, until the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (July 24, 1990, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date July 24, 1990, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed on, printed on, written on on, or otherwise affixed to them them, the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme Networks, Inc. Adobe Systems Incorporated and Mellon Investor Services LLCManufacturers Hanover Trust Company, as Rights Agent, dated as of April 27July 11, 2001, as the same may be amended from time to time 1990 (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Adobe Systems Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Adobe Systems Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement. PROVIDED, HOWEVER, that with respect to certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after December 15, 1998, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, the first sentence of such legend shall be replaced with the following: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Third Amended and Restated Rights Agreement between Adobe Systems Incorporated and Xxxxxx Trust Company of California, as Rights Agent, dated as of December 15, 1998 (the "RIGHTS AGREEMENT"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Adobe Systems Incorporated. and the last sentence of such legend shall be replaced with the following: Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may become null and void in the circumstances specified in Section 7(f) of the Rights Agreement and may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
Appears in 2 contracts
Samples: Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthe
Appears in 2 contracts
Samples: Rights Agreement (Verity Inc \De\), Rights Agreement (Verity Inc \De\)
Issuance of Right Certificates. (a) One Right shall be associated with each Common Share outstanding on the Record Date, each additional Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, and each additional Common Share with which Rights are issued after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date; provided, however, that, if the number of outstanding Rights are combined into a smaller number of outstanding Rights pursuant to Section 11 hereof, the appropriate fractional Right determined pursuant to such Section shall thereafter be associated with each such Common Share.
(b) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, ii) the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors Trust Managers of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether result in any shares are actually purchased pursuant to any such offer) Person becoming an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (xA) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for Common Shares of the Common Stock Company registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yB) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share Common Shares of the Company. If the Distribution Date would, pursuant to the foregoing provisions of this Section 3(b), occur prior to the Payment Date (subject but for the provisions of this sentence), the Distribution Date shall, notwithstanding the foregoing provisions of this Section 3(b), not be deemed to adjustment as hereinafter provided) of Common Stockoccur until the Payment Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mail, at the expense of countersign and the Company and (or the Rights Agent, if provided with all necessary information, requested by the Company) will send or cause to be sent by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") Certificate evidencing one --------- Right for each share Common Share of Common Stock the Company so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(bc) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached of EXHIBIT C hereto as Exhibit C (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares for Common Shares of Common Stockthe Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares of the Company outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock Shares of the Company represented thereby.
(d) Certificates issued for Common Stock Shares of the Company which become outstanding (including, without limitation, certificates issued upon the transfer or exchange of Common StockShares of the Company and certificates representing reacquired Common Shares of the Company referred to in the last sentence of this Section 3(d)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them such certificates a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme Networks, Inc. AMRESCO Capital Trust and Mellon Investor Services LLC, as Rights AgentThe Bank of New York, dated as of April 27February 25, 2001, as the same may be amended from time to time 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. AMRESCO Capital Trust. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. AMRESCO Capital Trust will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) may become null and void. With respect to such certificates representing Common Shares of the Company (whether or not such certificates include the foregoing legend or have appended to them the Summary of Rights), until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone and registered holders of the Common Shares of the Company shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any of its Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with its Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Amresco Capital Trust), Rights Agreement (Amresco Capital Trust)
Issuance of Right Certificates. (a) 3.1 Until the earlier of (ia) the tenth business day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (iib) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any person becoming the Beneficial Owner of 15Common Shares aggregating 25% or more of the then outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (Shares, including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (xi) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) each Right the Rights Certificates will not be transferable only in connection with except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a share (subject to adjustment as hereinafter provided) copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common StockShares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a separate Right certificate Certificate, in substantially the form of Exhibit B A hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As Following the Close of and after Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) 3.2 On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred StockCommon Shares, in substantially in the form attached of Exhibit B hereto as Exhibit C (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates 3.3 Certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates Shares issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date (whether as an original issuance of Common Shares or as a transfer or re-registration of outstanding Common Shares) shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksThe Xxxxxx Manufacturing Company, Inc. and Mellon Investor Services LLCJ.J.B. Xxxxxxxx, as Rights AgentX.X. Xxxxx, Inc., dated as of April 27December 18, 20011998, and effective as the same may be amended from time to time of January 22, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksThe Xxxxxx Manufacturing Company, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Xxxxxx Manufacturing Company, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) shall become null and void.
3.4 With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Keller Manufacturing Co), Rights Agreement (Keller Manufacturing Co)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the company, any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by be separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment as hereinafter provided) of Common Stockthe Company). As soon as practicable after the Distribution Date, the Company will promptly notify the Rights Agent thereof, and prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company and if provided with all necessary information, by first-class, postage prepaid mail, will send to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, Date a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto A (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On Promptly following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially Shares in the form attached hereto as of Exhibit C B (the "Summary of Rights"), by --------- first-class, postage prepaid mail, ) to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares for Common Shares outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Dates or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented therebyShares.
(dc) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) Shares which become outstanding after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as rights set forth in the a Amended and Restated Rights Agreement between Extreme Networks, Caterpillar Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April September 27, 2001, as the same may be amended from time to time 2001 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Caterpillar Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Caterpillar Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request for it. Under certain circumstances, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Caterpillar Inc), Rights Agreement (Caterpillar Inc)
Issuance of Right Certificates. (a) One Right shall be associated with each Common Share outstanding on the Record Date, each additional Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, and each additional Common Share with which Rights are issued after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date; provided, however, that, if the number of outstanding Rights are combined into a smaller number of outstanding Rights pursuant to Section 11 hereof, the appropriate fractional Right determined pursuant to such Section shall thereafter be associated with each such Common Share.
(b) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether result in any shares are actually purchased pursuant to any such offer) Person becoming an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), ,
(xA) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for Common Shares of the Common Stock Company registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yB) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share Common Shares of the Company. If the Distribution Date would, pursuant to the foregoing provisions of this Section 3(b), occur prior to the Payment Date (subject but for the provisions of this sentence), the Distribution Date shall, notwithstanding the foregoing provisions of this Section 3(b), not be deemed to adjustment as hereinafter provided) of Common Stockoccur until the Payment Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mail, at the expense of countersign and the Company and (or the Rights Agent, if provided with all necessary information, requested by the Company) will send or cause to be sent by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") Certificate evidencing one --------- Right for each share Common Share of Common Stock the Company so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(bc) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares for Common Shares of Common Stockthe Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares of the Company outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock Shares of the Company represented thereby.
(d) Certificates issued for Common Stock Shares of the Company which become outstanding (including, without limitation, certificates issued upon the transfer or exchange of Common StockShares of the Company and certificates representing reacquired Common Shares of the Company referred to in the last sentence of this Section 3(d)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them such certificates a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksAgree Realty Corporation and BankBoston, Inc. and Mellon Investor Services LLC, as Rights AgentN.A., dated as of April 27December 7, 2001, as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. Agree Realty Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Agree Realty Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any of its Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with its Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Agree Realty Corp), Rights Agreement (Agree Realty Corp)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 1520% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Class A Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Class A Common Stock registered in the names name of the holders of the Class A Common Stock and the Class B Rights shall be evidenced by the certificates for Class B Common Stock registered in the name of the holders of Class B Common Stock, and in each case not by separate Right Certificatescertificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby, and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Dateevidenced thereby, as shown whether or not accompanied by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. With Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect to certificates representing such of shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until that become outstanding after the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) . Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Extreme NetworksThe Wet Seal, Inc. and Mellon Investor Services LLC, as American Stock Transfer & Trust Company (the "Rights Agent"), dated as of April 27August 19, 20011997, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksThe Wet Seal, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by thisthis certificate. The Wet Seal, Inc. shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain --------------- circumstances as provided in Section 7(e) of the -------------------------------------------------- Rights Agreement, Rights issued to or Beneficially -------------------------------------------------- Owned by Acquiring Persons or their Affiliates or -------------------------------------------------- Associates (as such terms are defined in the -------------------------------------------------- Rights Agreement) or any subsequent holder of such -------------------------------------------------- Rights shall be null and void and may not be -------------------------------------------------- transferred to any Person. -------------------------
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Samples: Rights Agreement (Wet Seal Inc), Rights Agreement (Wet Seal Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution DateDate and receipt by the Rights Agent of a list of the record holders of the Common Stock and all other relevant information, the Rights Agent will will, if requested, mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("a “Right Certificate"”) evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("a “Summary of Rights"”), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's ’s treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme NetworksXxxxxxx Technology, Inc. and Mellon Investor Services Services, LLC, as Rights Agent, dated as of April 27July 28, 20012005, as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme NetworksXxxxxxx Technology, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Xxxxxxx Technology, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any Person who is or becomes an Acquiring Person (as such terms are defined in the Rights Agreement) or an Associate or Affiliate (as such terms are defined in the Rights Agreement) thereof and certain transferees thereof will be null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock no longer outstanding. Notwithstanding this subsection (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Samples: Rights Agreement (Mattson Technology Inc), Rights Agreement (Mattson Technology Inc)
Issuance of Right Certificates. (a) 3.1. Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, ii) the Close of Business on the Record Datetenth (10th) or (ii) the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as ) (the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) 3.2 hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common StockStock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On 3.2. As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such for shares of Common StockStock outstanding as of the Record Date, until the Distribution Date the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such shares of Common Stock.
3.3. Certificates for shares of Common Stock represented thereby.
(d) Certificates issued for Common Stock that become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired shares of Common StockStock referred to in the last sentence of this Section 3.3) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksDatron Systems Incorporated and ChaseMellon Shareholder Services, Inc. and Mellon Investor Services LLCL.L.C., a New Jersey limited liability company, as Rights Agent, dated as of April 27September 5, 2001, as the same may be amended from time to time 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. Datron Systems Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Datron Systems Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that the Corporation purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Datron Systems Inc/De), Rights Agreement (Datron Systems Inc/De)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Special Committee in good faith so long as the Special Committee is in existence and, thereafter, the Board of Directors prior to before such time as any Person becomes an Acquiring PersonPerson and of which later date the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt PersonExempted Entity) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the first public announcement of Exchange Act Regulations or any successor rule, the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both clause (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates referred to in clauses (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates balances indicated in the Book Entry account system of the transfer agent for the Common Stock Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares will also be deemed to represent certificates for Rights) or, in the case of certificated shares, by the certificates for Ordinary Shares registered in the names of the Common Stock holders thereof (which certificates for Ordinary Shares shall be deemed also to be certificates for Rights) and not by separate Right CertificatesCertificates (as defined below), and (y) each Right the Rights will be transferable only in connection with the transfer of the underlying Ordinary Shares, associated with such Right (including a share (subject transfer to adjustment as hereinafter provided) of Common Stockthe Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Ordinary Shares as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B attached hereto ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock Ordinary Shares so held. If an adjustment in the number of Rights per share of Ordinary Shares has been made pursuant to Section 11(i) or Section 11(n) hereof, at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Rights Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Junior Participating Preferred Stock, in substantially in the form of Exhibit C attached hereto as Exhibit C ("the “Summary of Rights"”), which may be appended to certificates that represent Ordinary Shares, by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Ordinary Shares as of the Close close of Business business on the Record DateDate (other than any Acquiring Person), at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares Ordinary Shares outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the Book Entry account system of the transfer agent for such stock (if applicable), or in the case of certificated shares, by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock Ordinary Shares outstanding on the Record Date (whether represented by certificate(s) or evidenced by the balances indicated in the Book Entry account system of the transfer agent for such stock), with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock Ordinary Shares represented thereby.
(dc) Certificates Rights shall be issued for Common Stock in respect of all Ordinary Shares that become outstanding (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Confirmation and account statements sent to holders of Ordinary Shares in Book Entry form or, in the case of certificated shares, certificates representing Ordinary Shares (including, without limitation, upon transfer of outstanding Ordinary Shares, disposition of Ordinary Shares, out of treasury stock or issuance or reissuance of Ordinary Shares, out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme Networks, Inc. ChinaEdu Corporation and Mellon Investor Services LLCThe Bank of New York Mellon, as Rights Agent, dated as of April 27September 17, 20012013, as the same may be amended amended, supplemented or otherwise modified from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. ChinaEdu Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. ChinaEdu Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is, was or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.” Receipts representing such Ordinary Shares shall have impressed on, printed on, written on or otherwise affixed to them the following legend: ChinaEdu Corporation has adopted a shareholder rights plan pursuant to a Rights Agreement between ChinaEdu Corporation and The Bank of New York Mellon, as Rights Agent, dated as of September 17, 2013, as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Ordinary Shares shall be entitled to certain rights (the “Rights”). The Rights Agreement, the terms of which are hereby incorporated herein by reference, provides that the Rights, when exercisable, will entitle the holder to purchase one fully paid and nonassessable Ordinary Share of ChinaEdu Corporation at a purchase price of US$20.00 per Ordinary Share, subject to adjustment, upon presentation and surrender to the Rights Agent of a Right Certificate (as defined in the Rights Agreement) and such other and further documentation as required by the Rights Agreement. ChinaEdu Corporation will mail to the holder of this Receipt a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is, was or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.” With respect to such certificates or Receipts containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Ordinary Shares, represented by such certificates or Receipts shall be evidenced by certificates or Receipts alone and registered holders of Ordinary Shares and ADS Holders shall also be registered holders of Rights, and the surrender for transfer of any such certificates or Receipts, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with such Ordinary Shares. With respect to Ordinary Shares or if the Depositary shall issue Receipts in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legends, until the earliest of the Distribution Date or the Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares and ADS Holders shall also be the registered holders of the associated Rights, and the transfer of any such Ordinary Shares shall also constitute the transfer of the Rights associated with such Ordinary Shares. In the event that the Company purchases or otherwise acquires any Ordinary Shares, after the Record Date but prior to the Distribution Date, any Rights associated with such Ordinary Shares, shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Samples: Rights Agreement (ChinaEdu CORP), Rights Agreement (ChinaEdu CORP)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the “Summary of Rights”), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Record Date, at the address of such holder shown on the records of the Corporation.
(b) Until the Close of Business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors of the Corporation prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associatesor any Affiliate or Associate of such Person, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders of the Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates (or such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) ). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights.
(c) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement by and between Columbia Laboratories, Inc. and First Union National Bank (the “Rights Agent”), dated as of March 13, 2002, as it may be amended from time to time (the “Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Columbia Laboratories, Inc. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Columbia Laboratories, Inc. shall mail to the registered holder of this certificate a copy of the Agreement without charge within five days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Corporation purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the CompanyCorporation, to at the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto provided by Section 4 hereof ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) On Certificates and may be transferred by the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as transfer of the Close Right Certificate as permitted hereby, separately and apart from any transfer of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance one or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such more shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this
Appears in 2 contracts
Samples: Rights Agreement (Columbia Laboratories Inc), Rights Agreement (Columbia Laboratories Inc)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first-class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names name of the holders of the Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Dateevidenced thereby, as shown whether or not accompanied by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Expiration Date, or the Final Expiration Date shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Extreme Networks, Inc. NAC Re Corp. and Mellon Investor Services LLC, as American Stock Transfer & Trust Co. (the "Rights Agent"), dated as of April 27June 18, 20011998, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. NAC Re Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by thisthis certificate. NAC Re Corp. shall mail to the registered holder of this certificate a copy of the Agreement without charge within five days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first-class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Samples: Rights Agreement (Nac Re Corp), Rights Agreement (Nac Re Corp)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names name of the holders of the Common Stock and not by separate Right Certificatescertificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby, and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Dateevidenced thereby, as shown whether or not accompanied by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. With Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect to certificates representing such of shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until that become outstanding after the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) . Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Extreme NetworksResortQuest International, Inc. and Mellon Investor Services LLC, as American Stock Transfer & Trust Company (the "Rights Agent"), dated as of April 27February 25, 20011999, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksResortQuest International, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by thisthis certificate. ResortQuest International, Inc. shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Samples: Rights Agreement (Resortquest International Inc), Rights Agreement (Resortquest International Inc)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Capital Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth (10th) business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15% %) or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Capital Stock registered in the names name of the holders of the Common Capital Stock and not by separate Right Certificatescertificates and the record holders of such certificates for Capital Stock shall be the record holders of the Rights represented thereby, and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Capital Stock (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Capital Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary informationthe Capital Stock evidenced thereby, whether or not accompanied by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Capital Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock become outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Capital Stock that become outstanding after the Distribution Date. Certificates for Capital Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Capital Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them the following legendthereto a legend in a form substantially as follows: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme NetworksTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO THE SAME NUMBER OF RIGHTS (SUBJECT TO ADJUSTMENT) AS THE NUMBER OF SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE, Inc. and Mellon Investor Services LLCSUCH RIGHTS BEING ON THE TERMS PROVIDED UNDER THE RIGHTS AGREEMENT BETWEEN iPARTY CORP. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY (THE "RIGHTS AGENT"), as Rights Agent, dated as of April 27DATED AS OF NOVEMBER 9, 2001, as the same may be amended from time to time AS IT MAY BE AMENDED FROM TIME TO TIME (the THE "Rights AgreementRIGHTS AGREEMENT"), THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF iPARTY CORP. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS SHALL BE EVIDENCED BY SEPARATE CERTIFICATES AND SHALL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. iPARTY CORP. SHALL MAIL TO THE REGISTERED HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN SECTION 7(E) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT BE TRANSFERRED TO ANY PERSON.
(d) As soon as practicable after the terms Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of which are incorporated herein the Capital Stock as of the close of business on the Distribution Date, as shown by reference and a copy the records of which is on file the Company, at the principal executive office address of Extreme Networkssuch holder shown on such records, Inc. Under certain circumstances, as set forth a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one (1) Right (subject to adjustment as provided herein) for each share of Capital Stock so held. As of and after the Distribution Date, the Rights Agreement, such Rights will shall be evidenced solely by separate certificates Right Certificates and will no longer may be evidenced transferred by thisthe transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Capital Stock.
Appears in 2 contracts
Samples: Rights Agreement (Iparty Corp), Rights Agreement (Iparty Corp)
Issuance of Right Certificates. (a) 3.1. Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, ii) the Close of Business on the Record Datetenth (10th) or (ii) the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as ) (the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) 3.2 hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common StockStock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Corporation shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On 3.2. As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such for shares of Common StockStock outstanding as of the Record Date, until the Distribution Date the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such shares of Common Stock.
3.3. Certificates for shares of Common Stock represented thereby.
(d) Certificates issued for Common Stock that become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired shares of Common StockStock referred to in the last sentence of this Section 3.3) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksWashington Mutual, Inc. and Mellon Investor Services LLCServices, L.L.C., as Rights Agent, dated as of April 27December 20, 2001, as the same may be amended from time to time 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksWashington Mutual, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Washington Mutual, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented
Appears in 2 contracts
Samples: Rights Agreement (Washington Mutual Inc), Rights Agreement (Washington Mutual Inc)
Issuance of Right Certificates. (a) Until the earlier of Distribution Date, (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(b) and Section 3(c) hereof)) by the certificates for representing the shares of Common Stock registered in the names of the record holders thereof (which certificates representing such shares of the Common Stock and not shall also be deemed to be certificates for Rights) or by separate Right Certificates, the current ownership statements issued with respect to uncertificated shares of Common Stock in lieu of such certificates (“Ownership Statements”) (which Ownership Statements shall be deemed also to be certificates for Rights) and (yii) each Right will the Rights shall be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common Stock. .
(b) As soon promptly as practicable after following the Distribution Record Date, the Rights Agent will mailCompany shall send, at the expense of the Company and if provided in accordance with all necessary information, by first-class, postage prepaid mailSection 26, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder shares of Common Stock as of the Close of Business on the Record Date, at the address a copy of such holder shown on the records a Summary of the Company.
(c) Rights shall be issued in Rights. With respect of all to shares of Common Stock that are issued (either outstanding as an original issuance or from the Company's treasury) after of the Record Date prior to the earlier of Date, until the Distribution Date or Date, the Expiration Date. With respect to certificates representing Rights associated with such shares of Common Stock, the Rights Stock will be evidenced by the certificate or Ownership Statement for such certificates for shares of Common Stock registered in the names of the holders thereof thereof, in each case together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented therebyby such certificate or Ownership Statement.
(dc) Certificates Rights shall be issued for by the Company in respect of all shares of Common Stock (including, without limitation, certificates other than any shares of Common Stock that may be issued upon transfer the exercise or exchange of Common Stockany Right) issued or delivered by the Company after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date Date, and, to the extent provided in Section 22, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall have stamped on, impressed on, printed on, written on on, or otherwise affixed to them a legend in substantially the following legendform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme NetworksSatcon Technology Corporation and American Stock Transfer & Trust Company, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27January 6, 2001, 2011 as the same may be amended from time to time (the "Rights “Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. Satcon Technology Corporation. The Rights are not exercisable prior to the occurrence of certain events specified in the Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by thisthis [certificate/statement]. Satcon Technology Corporation shall mail to the holder of this [certificate/statement] a copy of the Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Agreement) may become null and void. With respect to such certificates or Ownership Statements containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates or Ownership Statements shall be represented by such certificates or Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement.
(d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), in accordance with Section 26, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), a Right Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p), at the time of distribution of the Right Certificates, the Company shall not be required to issue Right Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred.
(e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock so purchased or acquired.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the Close of Business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names name of the holders of the Common Stock and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby.
(b) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Stage Stores, Inc. and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"), dated as of November 11, 1998, as it may be amended from time to time (the "Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Stage Stores, Inc. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Stage Stores, Inc. shall mail to the registered holder of this certificate a copy of the Agreement without charge within five days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person.
(c) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send), by first-classfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto provided by Section 4 hereof (a "Right Certificate") ), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) On Certificates and may be transferred by the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as transfer of the Close Right Certificate as permitted hereby, separately and apart from any transfer of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance one or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such more shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this
Appears in 1 contract
Samples: Rights Agreement (Stage Stores Inc)
Issuance of Right Certificates. (a) Until the close of business on the day (the "Distribution Date") which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of may fix following the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 1510% or more of the outstanding Common Subject Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any ), provided that such date which is fixed by the Board of Directors shall not be later than the nineteenth Business Day after the date of this Rights Agreement such commencement or public announcement (the date specified in clauses (i) and prior (ii) being subject to extension by the issuance Board of the Rights; the earlier of such dates being herein referred Directors pursuant to as the "Distribution Date"Section 25 hereof), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock; provided that if the Distribution Date would be prior to the Record Date, the Record Date shall be the Distribution Date; and provided, further, that if a tender or exchange offer referred to in clause (ii) above is cancelled or withdrawn prior to the Distribution Date, such offer shall be deemed, for purposes of this Rights Agreement, never to have been made. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mail, at the expense of countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-first- class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such records, a Right certificate certificate, in substantially the form of Exhibit B A hereto ("Right Certificate") ), evidencing one --------- Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On [intentionally left blank]
(c) With respect to certificates for Common Stock outstanding as of the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of until the Distribution Date or (or, if earlier, the Expiration Date. With respect to certificates representing such shares of Common Stock), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed on, printed on, written on or otherwise affixed to them the following (or a substantially similar) legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme Networks, Inc. the Corporation and Mellon Investor Services LLC, as Rights Agent, dated as of April 27_________________, 2001, as the same may be amended from time to time 2002 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights may become null and void as provided in Section 11(a)(ii) of the Rights Agreement. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
Appears in 1 contract
Samples: Rights Agreement (Dover Downs Gaming & Entertainment Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Dateearlier to occur of (i) the Stock Acquisition Date or (ii) the tenth business calendar day (or such later date time as may be determined by action of the Board of Directors prior to but in no event later than the time such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer), or in the case of clause (ii) such later date specified by the Board which date shall not be later than the date specified in clause (i) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier earliest of such dates being herein referred to herein as the "“Distribution Date"”); provided, however, that if a tender or exchange offer is terminated prior to such Person becoming an Acquiring Person, then no Distribution Date shall occur as a result of such terminated tender or exchange offer, (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the shares of Common Stock of the Company registered in the names of the holders of the shares of Common Stock and of the Company (which certificates for shares of Common Stock of the Company shall be deemed also to be certificates for Rights) or, with respect to shares of Common Stock of the Company not represented by certificates, the Rights related thereto will be evidenced by the notation on the records of the Company representing these shares, and, in each case, not by separate Right Certificatescertificates, (y) the registered holders of shares of Common Stock of the Company shall also be the registered holders of the associated Rights, and (yz) each Right the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common StockStock of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will mailwill, at the expense of if requested to do so by the Company and if provided with all necessary information, send, by first-class, postage prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of Business on the Distribution Date, as at the address of the holder shown by on the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("the “Right Certificate"”) evidencing one --------- Right for each share the Rights underlying the shares of Common Stock of the Company so held. As of and after the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until this notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Date, or as soon as practicable thereafterUpon request of any holder of record of a Right, the Company will send a copy of this Rights Agreement and a copy of the Summary of Rights to Purchase Preferred Stockthe Terms of the Rights, substantially in the form attached hereto as Exhibit C ("the “Summary of Rights"”), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Companyholder.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), Company shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented therebythereby and the transfer of shares of Common Stock on the records of the Company shall also constitute the transfer of the Rights associated with the shares.
(d) Certificates issued for shares of Common Stock of the Company (including, without limitation, certificates issued upon transfer or exchange of shares of Common StockStock of the Company) after the Record Date Date, but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme NetworksSun Healthcare Group, Inc. and Mellon Investor Services American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of April 27May 24, 20012010, as the same may be amended from time to time amended, extended or renewed (the "“Rights Agreement"”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme NetworksSun Healthcare Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Sun Healthcare Group, Inc. will mail to the holder of record of this certificate a copy of the Rights Agreement, without charge, within ten Business Days after receipt of a written request therefor. Under certain circumstances, as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any purported subsequent holder of such Rights will become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. The failure to print the foregoing legend on any such certificate representing shares of Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, ii) the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment the Company); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as hereinafter provided) a result of Common Stocksuch tender offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company and if provided with all necessary information, will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates Certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock Shares which become outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (b)) after the Record Date record date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the an Amended and Restated Rights Agreement between Extreme Networks, Inc. Old Republic International Corporation and Mellon Investor Services LLC, as Rights AgentFirst Chicago Trust Company of New York, dated as of April 27May 15, 2001, as the same may be amended from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. Old Republic International Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Old Republic International Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the record date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 1 contract
Issuance of Right Certificates. (a) a. Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if Close of Business on the tenth day after the Stock Acquisition Date occurs before the Record Date, or (ii) the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates described in clauses (i) and (ii) being herein referred to herein as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) each Right (and the right to receive separate Right Certificates) will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will promptly notify the Rights Agent thereof and will prepare and execute, and the Rights Agent will mail, at the expense of the Company and if provided with all necessary informationsend, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such records, a Right certificate Certificate in substantially the form of Exhibit B A hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and will be transferable separately from the Common Stock.
(b) On b. As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Common Stock, substantially in the form attached hereto as Exhibit C B ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. c. With respect to certificates representing such shares for Common Stock outstanding as of Common Stockthe Record Date until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) d. Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date Date, but prior to the earlier earliest of the Distribution Date, the Expiration Date or the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme Networks, Inc. Synovus Financial Corp. and Mellon Investor Services LLC, as a Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Synovus Financial Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Synovus Financial Corp. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the earliest of the Distribution Date, Expiration Date or Final Expiration Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock which are no longer outstanding.
Appears in 1 contract
Issuance of Right Certificates. US_ACTIVE:\44376304\7\11727.0008
(a) On the Record Date (or as soon as practicable thereafter), the Corporation shall or shall direct the Rights Agent to send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Record Date, at the address of such holder shown on the records of the Corporation or the transfer agent or registrar for Common Stock.
(b) Until the Close of Business on the day which is the earlier of (i) the tenth day (10th) Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associatesor any Affiliate or Associate of such Person, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (xA) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders of the Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificatescertificates, and the record holders of such certificates (yor such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (B) each Right will shall only be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) ). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights.
(c) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date, but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates that become outstanding for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) equal to the number of shares of common stock represented by this certificate, such Rights being on the terms set forth in US_ACTIVE:\44376304\7\11727.0008 the Rights Agreement by and between Aéropostale, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), dated as of November 26, 2013, as it may be amended from time to time (the “Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Agreement, such Rights may be redeemed, may become exercisable for securities or assets of the Company, or securities of another entity, may be exchanged for shares of Common Stock or other securities or assets of the Company or may expire. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company shall mail to the registered holder of this certificate a copy of the Agreement without charge within five (5) days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of book-entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone or such registration in book-entry form, and the surrender for transfer of any such certificate or book-entry shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this paragraph (c), neither the omission of a legend, nor the failure to provide notice thereof, shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested by the Corporation and US_ACTIVE:\44376304\7\11727.0008 provided with a shareholder list and all necessary or relevant information and documents, at the expense of the Company and if provided with all necessary informationCorporation’s expense, send), by first-classfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the CompanyCorporation or the transfer agent or registrar for Common Stock, to at the address of such holder shown on such records, a Right certificate substantially in substantially the form of Exhibit B hereto provided by Section 4 hereof ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) On Certificates and may be transferred by the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as transfer of the Close Right Certificate as permitted hereby, separately and apart from any transfer of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance one or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such more shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this
Appears in 1 contract
Samples: Rights Agreement (Aeropostale Inc)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practical thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the “Summary of Rights”), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Record Date, at the address of such holder shown on the records of the Corporation.
(b) Until the Close of Business on the day which is the earlier of (i) the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or and (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors of the Corporation prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associatesor any Affiliate or Associate of such Person, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders of the Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates (or such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) ). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights.
(c) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement by and between Novavax, Inc. (the “Corporation”) and EquiServe Trust Company, N.A. (the “Rights Agent”), dated as of August 8, 2002, as it may be amended from time to time (the “Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Corporation shall mail to the registered holder of this certificate a copy of the Agreement without charge within five days after receipt of a written request therefore. Under certain circumstances set forth in the Agreement, Rights issued to or Beneficially Owned by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Agreement), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Corporation purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the CompanyCorporation, to at the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto provided by Section 4 hereof ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) On Certificates and may be transferred by the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as transfer of the Close Right Certificate as permitted hereby, separately and apart from any transfer of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance one or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such more shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this
Appears in 1 contract
Samples: Rights Agreement (Novavax Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("a “Right Certificate"”) evidencing one --------- Right for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11 or 13 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("a “Summary of Rights"”), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's ’s treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme NetworksSciClone Pharmaceuticals, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27December 19, 20012006, as the same may be amended or supplemented from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme NetworksSciClone Pharmaceuticals, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as such term is defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. SciClone Pharmaceuticals, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any Person who is or becomes an Acquiring Person (as such terms are defined in the Rights Agreement) or an Associate or Affiliate (as such terms are defined in the Rights Agreement) thereof and certain transferees thereof will be null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock no longer outstanding. Notwithstanding this subsection (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Partnership or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the “Summary of Rights”), by first class mail, postage prepaid, to each record holder of the LP Units and Depositary Units as of the Record Date, at the address of such holder shown on the records of the Partnership.
(b) Until the Close of Business on the day which is the earlier of (i) the tenth day after the Stock Unit Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors General Partner prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associatesor any Affiliate or Associate of such Person, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for LP Units (or in the Common Stock case of uncertificated LP Units, by the book-entry account that evidences record ownership for such units) registered in the names of the holders of LP Units (together with, in the Common Stock case of certificates for LP Units outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates (or such book-entry accounts) for LP Units shall be the record holders of the Rights represented thereby and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share LP Unit (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for an LP Unit (or the effectuation of a book-entry transfer of LP Units) shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary informationthe LP Unit evidenced thereby, whether or not accompanied by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock LP Units that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates Certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock LP Units (including, without limitation, certificates issued upon original issuance, transfer from the Partnership or its Subsidiaries, or transfer or exchange of Common StockLP Units) after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Expiration Date, or the Final Expiration Date shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in rights under the Rights Agreement by and between Extreme NetworksCedar Fair, Inc. L.P. and Mellon Investor Services LLCAmerican Stock Transfer and Trust Company, as LLC (the “Rights Agent”), dated as of April 275, 20012010, as the same it may be amended from time to time (the "Rights “Agreement"”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksCedar Fair, Inc. L.P. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by thisthis certificate. Cedar Fair, L.P. shall mail to the registered holder of this certificate a copy of the Agreement without charge within five days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the LP Units represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the LP Units represented thereby. In the event that the Partnership or any of its Subsidiaries purchases or otherwise acquires any LP Units after the Record Date but prior to the Distribution Date, any Rights associated with such LP Units shall be deemed canceled and retired so that the Partnership shall not be entitled to exercise any Rights associated with the LP Units which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Partnership will prepare and execute, the Rights Agent will countersign, and the Partnership will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of Depositary Units as of the Close of Business on the Distribution Date, as shown by the records of the Partnership, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each LP Unit (represented by Depositary Units so held). As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more Depositary Units or LP Units.
Appears in 1 contract
Samples: Rights Agreement (Cedar Fair L P)
Issuance of Right Certificates. (a) Until the earlier of the Close of Business (i) on the tenth day after the Stock Shares Acquisition Date or (ii) on the tenth Business Day (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Datewith respect to (i) or (ii) the tenth business day (or ), such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any Plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such Plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any Plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such Plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such would result in any Person becoming an Acquiring Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; Rights (the earlier of such dates described in clauses (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names Shares of the holders of Company (which certificates shall also be deemed to be Right Certificates) or, as the Common Stock case may be, certificates issued subsequent to the Record Date and not bearing the legend set forth in Section 3(c) (and, in neither case, by separate Right Certificates, ) and the record holders of such certificates for Common Shares shall be the record holders of the Rights represented thereby and (y) each the Rights and the right to receive Right Certificates will be transferable only in connection simultaneously with and together with the transfer of a share Common Shares of the Company. Until the Distribution Date (subject to adjustment as hereinafter provided) or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of such certificates for Common StockShares shall also constitute the surrender for transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, after notification by the Company, the Rights Agent will mail, at the expense of the Company and if provided with all necessary informationsend, by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates and may be transferred by the transfer of the Right Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Right Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof.
(b) The Company will make available a Summary of the Rights in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), to each record holder of Common Shares of the Company who may so request from time to time.
(c) Rights shall be issued in respect of all shares Common Shares of Common Stock that the Company which are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Final Expiration Date Date. Certificates for such Common Shares shall have impressed onalso be deemed to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme NetworksThe Greenbrier Companies, Inc. (the "Company"), and Mellon Investor Services LLCEquiServe Trust Company, as N.A. (the "Rights Agent"), dated as of April 27July 13, 2001, as the same may be amended from time to time 2004 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void.
(d) Certificates for Common Shares, if any, issued after the Distribution Date but prior to the earlier of the Redemption Date or the Final Expiration Date shall bear the following legend: This certificate does not evidence any Right issued pursuant to the terms of a Rights Agreement between The Greenbrier Companies, Inc. (the "Company"), and EquiServe Trust Company, N.A. (the "Rights Agent"), dated as of July 13, 2004 (the "Rights Agreement").
Appears in 1 contract
Samples: Stockholder Rights Agreement (Greenbrier Companies Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15% %) or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be ----------------- evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (a "Right Certificate") evidencing --------- ----------------- one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C (a "Summary of --------- ---------- Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common ------ Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme NetworksMicrotune, Inc. Inc., ("Microtune") and Mellon ComputerShare Investor Services LLCServices, LLC as Rights --------- Agent, dated as of April 27March 4, 20012002, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated ---------------- herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Microtune. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Microtune will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any person who is or becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate (as defined in the Rights Agreement) thereof and certain transferees thereof will be null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock no longer outstanding. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Microtune Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day including any such date which is after the Stock Acquisition Declaration Date occurs before and prior to the Record Dateissuance of the Rights), and (ii) the Close of Business on the Record Date) or (ii) the tenth business day (or such later date day as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement first public announcement (as defined in Rule 14d-2 under the Exchange Act) of a tender or exchange offer by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of to acquire (when added to any Person (other than an Exempt Person) equity securities as to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be Person is the Beneficial Owner immediately prior to such commencement) Beneficial Ownership of 15% or more that number of shares of the issued and outstanding Common Stock (irrespective of whether any shares are actually purchased which would cause such Person to become an Acquiring Person pursuant to any such offer) the terms of this Agreement (including any such date which is after the date of this Rights Agreement Declaration Date and prior to the issuance of the Rights; ) (the earlier of such dates referred to in clauses (i) and (ii) of this Section 3(a) being herein referred to as the "“Distribution Date"”), (xA) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for shares of Common Stock shall also be deemed to be Right Certificates (as such term is hereinafter defined)) and not by separate Right Certificates, and (yB) each the Rights (and the right to receive Right Certificates) will be transferable only in connection with the transfer of the underlying Common Stock; provided, that if the Distribution Date would be prior to the Record Date, the Record Date shall be the Distribution Date, and provided, further, that (x) if, following the occurrence of the Stock Acquisition Date and prior to the Distribution Date, (1) a share Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock of the Company in one transaction or a series of transactions (subject not directly or indirectly involving the Company or any of its Subsidiaries) such that such Person is thereafter the Beneficial Owner of less than 20% (or (a) in the case of a Permitted Holder, the percentage the Permitted Holder may hold without ceasing to adjustment be a Permitted Holder, and (b) in the case of an Adverse Person, the percentage such Person may hold as hereinafter provideddetermined by the Board of Directors, which in no event may the Board of Directors require to be less than 10% of the shares of Common Stock then outstanding, so that the Board of Directors no longer declares such Person to be an Adverse Person) of the outstanding Common StockStock of the Company, (2) there are no other Persons, immediately following the occurrence of the event described in clause (1), who are Acquiring Persons, and (3) the Board of Directors of the Company shall so approve, then, for purposes of this Agreement, the Stock Acquisition Date shall be deemed never to have occurred, and (y) if a tender or exchange offer referred to in clauses (ii) or (iii) above is canceled or withdrawn prior to the Distribution Date, such offer shall be deemed, for purposes of this Agreement, never to have been made. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary informationsend, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a one or more Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") Certificates, evidencing one --------- Right for each share of Common Stock so held, subject to adjustment as herein provided. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto ("the “Summary of Rights"”), by --------- first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, exchange, expiration or termination of the Rights), the Rights will be evidenced solely by such certificates for Common Stock registered in the names of the holders of the Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, exchange, expiration or termination of the Rights), the surrender for transfer of any certificate for Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.
(c) The Company will mail to any record holder of a Right (including, prior to the Distribution Date, a record holder of Common Stock) a copy of this Rights Agreement, without charge, within ten Business Days of receipt of a written request therefor.
(d) Rights shall be issued in respect of all shares of Common Stock that which are issued (either as an original issuance or from the Company's treasury) sold out of treasury after the Record Date but prior to the Distribution Date (or the earlier redemption, exchange, expiration or termination of the Distribution Date or the Expiration DateRights). With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such All certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with issued or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) sold after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date shall be deemed also to be certificates for Rights and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme NetworksIRIS International, Inc. (the “Company”) and Mellon Investor Services LLC, Continental Stock Transfer & Trust Company as Rights Agent, dated as of April 27September 24, 20012010, as the same it may be amended from time to time be supplemented or amended pursuant to its terms (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Company will mail to the holder of record of this certificate a copy of the Rights Agreement without charge within ten business days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date (or the earlier redemption, exchange, expiration or termination of the Rights) the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this clause (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of Rights.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors Board, prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be become the Beneficial Owner of 15% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x1) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names name of the holders thereof (together with, in the case of certificates for Common Stock outstanding as of the Common Stock Record Date, the Summary of Rights) and not by separate Right Certificatescertificates (and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby), and (y2) each the right to receive a Right will Certificate shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as evidenced thereby, whether or not accompanied by a copy of the Close Summary of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesRights.
(b) On the Record Date, or as soon as practicable thereafter, the Company will shall send a copy of a Summary of Rights to Purchase Shares of Series A Preferred Stock, in substantially in the form of Exhibit B attached hereto as Exhibit C (the "Summary of Rights"), by --------- first-classfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates Certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Expiration Date, or the Final Expiration Date shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided in the Rights Agreement between Extreme NetworksSURMODICS, Inc. INC. and Mellon Investor Services LLCFIRSTAR BANK MILWAUKEE, as Rights AgentN.A., dated as of April 275, 20011999, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksSURMODICS, Inc. INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by thisthis certificate. SURMODICS, INC. shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent and the Rights Agent will, if requested, send by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 1 contract
Samples: Rights Agreement (Surmodics Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this
Appears in 1 contract
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation shall or shall direct the Rights Agent to send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Record Date, at the address of such holder shown on the records of the Corporation or the transfer agent or registrar for Common Stock.
(b) Until the Close of Business on the day which is the earlier of (i) the tenth day (10th) Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associatesor any Affiliate or Associate of such Person, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (xA) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders of the Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificatescertificates, and the record holders of such certificates (yor such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (B) each Right will shall only be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) ). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights.
(c) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date, but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates that become outstanding for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) equal to the number of shares of common stock represented by this certificate, such Rights being on the terms set forth in the Rights Agreement by and between Health Management Associates, Inc. (the “Corporation”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), dated as of May 24, 2013, as it may be amended from time to time (the “Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights may be redeemed, may become exercisable for securities or assets of the Corporation, or securities of another entity, may be exchanged for shares of Common Stock or other securities or assets of the Corporation or may expire. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Corporation shall mail to the registered holder of this certificate a copy of the Agreement without charge within five (5) days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of book-entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone or such registration in book-entry form, and the surrender for transfer of any such certificate or book-entry shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this paragraph (c), neither the omission of a legend, nor the failure to provide notice thereof, shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested by the Corporation and provided with a shareholder list and all necessary or relevant information and documents, at the expense of the Company and if provided with all necessary informationCorporation’s expense, send), by first-classfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the CompanyCorporation or the transfer agent or registrar for Common Stock, to at the address of such holder shown on such records, a Right certificate substantially in substantially the form of Exhibit B hereto provided by Section 4 hereof ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) On Certificates and may be transferred by the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as transfer of the Close Right Certificate as permitted hereby, separately and apart from any transfer of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance one or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such more shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this
Appears in 1 contract
Samples: Rights Agreement (Health Management Associates, Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth expiration of the 10 day after period (or any extension thereof as determined by the Stock Board of Directors of the Corporation) (the "Window Period") following the Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon offer, the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates being herein referred to as the "Distribution Date"), ) (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common StockStock (including a transfer to the Corporation); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as an practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, and the Corporation will send or cause to be sent, at the expense of the Company and if provided with all necessary informationCorporation's expense, by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in Corporation, with respect of all to certificates for shares of Common Stock that are issued (either outstanding as an original issuance or from the Company's treasury) after of the Record Date prior to the earlier of Date. Until the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such shares of Common Stock represented therebyStock.
(dc) Certificates issued for shares of Common Stock which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired shares of Common StockStock referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksChromatics Color Sciences International, Inc. ("Chromatics") and Mellon Investor Services LLC, as Rights AgentContinental Stock Transfer & Trust Company, dated as of April 27January 11, 2001, as the same may be amended from time to time 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. Chromatics. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Chromatics will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related Persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that the Corporation purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Chromatics Color Sciences International Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ), the earlier earliest of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment the Corporation); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as hereinafter provided) a result of Common Stocksuch tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such shares for Common Shares outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such Common Stock represented therebyShares.
(dc) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksCrown Laboratories, Inc. and Mellon Investor Services LLC, as Rights AgentSecurities Transfer Corporation, dated as of April 27May 5, 2001, as the same may be amended from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksCrown Laboratories, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Crown Laboratories, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("a “Right Certificate"”) evidencing one --------- Right for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11 and 13 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("a “Summary of Rights"”), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's ’s treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme NetworksPDL BioPharma, Inc. and Mellon Investor Services Services, LLC, as Rights Agent, dated as of April 27August 25, 20012006, as the same may be amended or supplemented from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme NetworksPDL BioPharma, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. PDL BioPharma, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any Person who is or becomes an Acquiring Person (as such terms are defined in the Rights Agreement) or an Associate or Affiliate (as such terms are defined in the Rights Agreement) thereof and certain transferees thereof will be null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock no longer outstanding. Notwithstanding this subsection (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of a majority of the Board of Directors prior to before such time as any Person becomes an Acquiring PersonPerson and of which later date the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt PersonExempted Entity) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the first public announcement of Exchange Act Regulations or any successor rule, the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both clause (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates referred to in clauses (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates balances indicated in the Book Entry account system of the transfer agent for the Common Stock registered in the names of the holders thereof (which Common Stock will also be deemed to represent certificates for Rights) or, in the case of certificated shares, by the certificates for Common Stock registered in the names of the holders thereof (which certificates for shares of Common Stock shall be deemed also to be certificates for Rights) and not by separate Right CertificatesCertificates (as defined below), and (y) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common Stock, associated with such Right (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B attached hereto ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(n) hereof, at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Rights Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Junior Preferred Stock, in substantially in the form of Exhibit C attached hereto as Exhibit C ("the “Summary of Rights"”), which may be appended to certificates that represent shares of Common Stock, by --------- first-class, postage postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person), at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares Common Stock outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the Book Entry account system of the transfer agent for such stock (if applicable), or in the case of certificated shares, by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date (whether represented by certificate(s) or evidenced by the balances indicated in the Book Entry account system of the transfer agent for such stock), with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(dc) Certificates Rights shall be issued for in respect of all shares of Common Stock that become outstanding (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, in the case of certificated shares, certificates representing shares of Common Stock (including, without limitation, upon transfer of outstanding shares of Common Stock, disposition of shares of Common Stock, out of treasury stock or issuance or reissuance of shares of Common Stock, out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksTitan Pharmaceuticals, Inc. and Mellon Investor Services LLCContinental Transfer & Trust Company, as Rights Agent, dated as of April 27December 20, 20012011, as the same may be amended amended, supplemented or otherwise modified from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksTitan Pharmaceuticals, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Titan Pharmaceuticals, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is, was or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock, represented by such certificates shall be evidenced by certificates alone and registered holders of Common Stock shall also be registered holders of Rights, and the surrender for transfer of any such certificates, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with such shares of Common Stock. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date or the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. In the event that the Company purchases or otherwise acquires any Common Stock, after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock, shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, ii) the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by on which any Person (other than an Exempt Person) ofthe Corporation, any Subsidiary of the Corporation, the Subsidiary Officers, any employee benefit plan of the Corporation or of the first public announcement any Subsidiary of the intent Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any Person (other than an Exempt Personsuch plan) commences or first publicly announces the intent to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to before the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced by (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment the Corporation); PROVIDED, HOWEVER, that if a tender offer is terminated before a Distribution Date occurs, then no Distribution Date shall occur as hereinafter provided) a result of Common Stocksuch tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such shares for Common Shares outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such Common Stock represented therebyShares.
(dc) Certificates issued for Common Stock Shares, which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date but prior to before the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed be deemed also to them be certificates for Rights and shall bear the following legend: This certificate also evidences and entitles entities the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme Networks, Inc. Hawker Pacific Aerospace and Mellon Investor Services LLC, as Rights Agent, U.S. Stock Transfer Corporation dated as of April 27March 10, 2001, as the same may be amended from time to time 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. Hawker Pacific Aerospace. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Hawker Pacific Aerospace will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but before the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares that are no longer outstanding.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of a majority of the Board of Directors prior to before such time as any Person becomes an Acquiring PersonPerson and of which later date the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt PersonExempted Entity) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the first public announcement of Exchange Act Regulations or any successor rule, the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both clause (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates referred to in clauses (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates balances indicated in the Book Entry account system of the transfer agent for the Common Stock registered in the names of the holders thereof (which Common Stock will also be deemed to represent certificates for Rights) or, in the case of certificated shares, by the certificates for Common Stock registered in the names of the holders thereof (which certificates for shares of Common Stock shall be deemed also to be certificates for Rights) and not by separate Right CertificatesCertificates (as defined below), and (y) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common Stock, associated with such Right (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B attached hereto ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(n) hereof, at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Rights Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Junior Preferred Stock, in substantially in the form of Exhibit C attached hereto as Exhibit C ("the “Summary of Rights"”), which may be appended to certificates that represent shares of Common Stock, by --------- first-class, postage postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person), at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares Common Stock outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the Book Entry account system of the transfer agent for such stock (if applicable), or in the case of certificated shares, by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date (whether represented by certificate(s) or evidenced by the balances indicated in the Book Entry account system of the transfer agent for such stock), with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(dc) Certificates Rights shall be issued for in respect of all shares of Common Stock that become outstanding (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, in the case of certificated shares, certificates representing shares of Common Stock (including, without limitation, upon transfer of outstanding shares of Common Stock, disposition of shares of Common Stock, out of treasury stock or issuance or reissuance of shares of Common Stock, out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksTitan Pharmaceuticals, Inc. and Mellon Investor Services LLCContinental Transfer & Trust Company, as Rights Agent, dated as of April 27May 28, 20012013, as the same may be amended amended, supplemented or otherwise modified from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksTitan Pharmaceuticals, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Titan Pharmaceuticals, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is, was or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock, represented by such certificates shall be evidenced by certificates alone and registered holders of Common Stock shall also be registered holders of Rights, and the surrender for transfer of any such certificates, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with such shares of Common Stock. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Distribution Date or the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. In the event that the Company purchases or otherwise acquires any Common Stock, after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock, shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the Close of business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of business on the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any entity holding securities of the first public announcement Company to the extent organized, appointed or established by the Company or any Subsidiary of the intent Company for or pursuant to the terms of any Person (other than an Exempt Personsuch employee benefit plan or compensation arrangement) to commence (is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Company, which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any Person becoming the Beneficial Owner of Voting Power aggregating 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) Voting Power (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (xy) the Rights each WorldCom Right and each MCI Right will be evidenced (subject to the provisions of paragraph (b) of this Section 3(c) hereof3) by the certificates for the Common representing shares of WorldCom Group Stock and MCI Group Stock, respectively, registered in the names of the holders of the Common WorldCom Group Stock and MCI Group Stock, respectively (which certificates for WorldCom Group Stock and MCI Group Stock shall be deemed also to be WorldCom Right Certificates and MCI Right Certificates, respectively), and not by separate Right Certificates, as more fully set forth below, and (yz) each Right the WorldCom Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of a share the underlying shares of WorldCom Group Stock and the MCI Rights (subject and the right to adjustment receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of MCI Group Stock, as hereinafter provided) of Common Stockmore fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company shall prepare and execute, and the Rights Agent will mail, at the expense of the Company shall countersign and if provided with all necessary informationsend, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a right certificate, in substantially the form of Exhibit A hereto (the "WorldCom Right certificate Certificate"), evidencing one WorldCom Right for each share of WorldCom Group Stock so held, subject to adjustment as provided herein, and a right certificate, in substantially the form of Exhibit B hereto (the "MCI Right Certificate") , together with the WorldCom Right Certificate, the "Right Certificates"), evidencing one --------- MCI Right for each share of Common MCI Group Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such for shares of Common StockStock outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with of the Summary Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (oror the earlier redemption, if earlier, expiration or termination of the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date (with or without a copy in respect of the Summary of which Rights attached thereto), have been issued shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented therebyby such certificate.
(dc) Certificates issued for the Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement dated as of March 7, 2002 between Extreme NetworksWorldCom, Inc. (the "Company") and Mellon Investor Services LLCThe Bank of New York, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time Agent (the "Rights Agreement"), as it may from time to time be supplemented or amended, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights associated with Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with Common Stock represented by such certificates. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Worldcom Inc/ga//)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the company, any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by be separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment as hereinafter provided) of Common Stockthe Company). As soon as practicable after the Distribution Date, the Company will promptly notify the Rights Agent thereof, and prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company and if provided with all necessary information, by first-class, postage prepaid mail, will send to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, Date a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto A (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On Promptly following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially Shares in the form attached hereto as of Exhibit C B (the "Summary of Rights"), by --------- first-class, postage prepaid mail, ) to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares for Common Shares outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Dates or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented therebyShares.
(dc) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) Shares which become outstanding after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as rights set forth in the a Amended and Restated Rights Agreement between Extreme Networks, Caterpillar Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended and restated from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Caterpillar Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Caterpillar Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request for it. Under certain circumstances, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Caterpillar Inc)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt PersonExempted Entity) of, or of the first public announcement of the intent intention of such Person (other than an Exempted Entity) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt PersonExempted Entity) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be becoming the Beneficial Owner of 15% or more of the outstanding shares of Common Stock then outstanding (irrespective including, in the case of whether any shares are actually purchased pursuant to any such offerboth clause (i) and (including ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof and not by separate Right CertificatesCertificates (as defined below), and (y) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company or the transfer agent or registrar for the Common Stock, a Right certificate Certificate, in substantially the form of Exhibit B A hereto ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates, and the Rights will be transferable only separately from the transfer of the Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares of Common Stock, in substantially in the form attached of Exhibit B hereto as Exhibit C ("the “Summary of Rights"”), by --------- first-class, postage prepaid electronic mail, to each record holder of Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company.
Company or the transfer agent or registrar for the Common Stock; provided, however, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail (cor by other carrier mail service that the Company may select) Rights shall be issued in to each record holder who so requests. With respect of all to shares of Common Stock that are issued (either outstanding as an original issuance or from the Company's treasury) after of the Record Date prior to the earlier of Date, until the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights associated with such shares will be evidenced by the share certificate for such certificates for shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(dc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued or disposed of (including, without limitation, certificates issued upon transfer issuance or exchange reissuance of Common StockStock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme Networks, Inc. Flow International Corporation and Mellon Investor Services LLC, as Rights Agent, dated as of April 27September 1, 20012009, as the same may be amended amended, supplemented or otherwise modified from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. Flow International Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Flow International Corporation will deliver to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt PersonExempted Entity) of, or of the first public announcement of the intent intention of such Person (other than an Exempted Entity) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt PersonExempted Entity) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be becoming the Beneficial Owner of 15% or more of the outstanding shares of Common Stock then outstanding (irrespective including, in the case of whether any shares are actually purchased pursuant to any such offerboth clause (i) and (including ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof and not by separate Right CertificatesCertificates (as defined below), and (y) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Series C Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto ("the “Summary of Rights"”), by --------- first-class, postage prepaid electronic mail, to each record holder of Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company.
(c) ; provided, however, the Company will send a copy of the Summary of Rights shall be issued in by first-class, postage-prepaid mail to each record holder who so requests upon receipt of the electronic mail. With respect of all to shares of Common Stock that are issued (either outstanding as an original issuance or from the Company's treasury) after of the Record Date prior to the earlier of Date, until the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights associated with such shares will be evidenced by the share certificate for such certificates for shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(dc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued or disposed of (including, without limitation, certificates issued upon transfer or exchange disposition of Common StockStock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksVirtus Investment Partners, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27[ ], 2001200 , as the same may be amended amended, supplemented or otherwise modified from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksVirtus Investment Partners, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Virtus Investment Partners, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Virtus Investment Partners, Inc.)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day ten days after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, ii) the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person) Directors), after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), ,
(x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(c) hereof3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment the Company); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as hereinafter provided) a result of Common Stocksuch tender offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company and if provided with all necessary informationwill send or cause to be sent, by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate substantially in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practical following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, shall issue to each record holder of Common Stock Shares, as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
, a certificate representing such record holder's Common Shares bearing the legend set forth in paragraph (c) Rights shall be issued below, in respect replacement of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after certificate then held by such record holder. Until the Record Date prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such replacement certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the earliest of the Distribution Date (or, if earlierDate, the Redemption Date or the Final Expiration Date), the surrender for transfer of any such replacement certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), Shares shall also constitute the surrender for transfer of the Rights associated with the such Common Stock represented therebyShares.
(dc) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (b)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme NetworksO'Suxxxxxx Xxxustries Holdings, Inc. and Mellon Investor Services LLC, as Rights AgentThe First National Bank of Boston, dated as of April 27February 1, 2001, as the same may be amended from time to time 1994 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksO'Suxxxxxx Xxxustries Holdings, Inc. Under certain circumstances, circumstances as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. O'Suxxxxxx Xxxustries Holdings, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly following receipt of a written request therefor. Under certain circumstances, set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person certain related persons whether currently held by or on behalf of such Person or by an Associates or Affiliates thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Osullivan Industries Holdings Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 1520% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Terms of Rights to Purchase Preferred StockAgreement, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. Garden Fresh Restaurant Corp. and Mellon Investor Services LLCEquiserve, as Rights Agent, dated as of April 27February 15, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Garden Fresh Restaurant Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Garden Fresh Restaurant Corp. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any person who is or becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate (as defined in the Rights Agreement) thereof and certain transferees thereof will be null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock no longer outstanding. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Garden Fresh Restaurant Corp /De/)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be becoming the Beneficial Owner of 15% or more of the outstanding shares of Common Stock then outstanding (irrespective including, in the case of whether any shares are actually purchased pursuant to any such offerboth clause (i) and (including ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of the Common Stock in lieu of such a certificate (an “Ownership Statement”) and not by separate Right CertificatesCertificates (as defined below), and (y) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto ("the “Summary of Rights"”), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in . With respect of all to shares of Common Stock that are issued (either outstanding as an original issuance or from the Company's treasury) after of the Record Date prior to the earlier of Date, until the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights associated with such shares will be evidenced by the share certificate for such certificates for shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(dc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued or disposed of (including, without limitation, certificates issued upon transfer or exchange disposition of Common StockStock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates or Ownership Statements issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This certificate [certificate] [statement] also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme Networks, Inc. Aphton Corporation and Mellon Investor Services LLCU.S. Stock Transfer Corporation, as Rights Agent, dated as of April 27August 17, 20012004, as the same may be amended amended, supplemented or otherwise modified from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. Aphton Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis [certificate] [statement]. Aphton Corporation will mail to the holder of this [certificate] [statement] a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.” With respect to such certificates or Ownership Statements containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Ownership Statements shall be evidenced by such certificates or Ownership Statements alone, and the surrender for transfer of any such certificate or the transfer of any shares of Common Stock represented by such Ownership Statements, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Aphton Corp)
Issuance of Right Certificates. (a) Until the close of business on the day (the “Distribution Date”) which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of may fix following the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 1510% or more of the outstanding Common Subject Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any ), provided that such date which is fixed by the Board of Directors shall not be later than the nineteenth Business Day after the date of this Rights Agreement such commencement or public announcement (the date specified in clauses (i) and prior (ii) being subject to extension by the issuance Board of the Rights; the earlier of such dates being herein referred Directors pursuant to as the "Distribution Date"Section 26 hereof), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock; provided that if the Distribution Date would be prior to the Record Date, the Record Date shall be the Distribution Date; and provided, further, that if a tender or exchange offer referred to in clause (ii) above is cancelled or withdrawn prior to the Distribution Date, such offer shall be deemed, for purposes of this Rights Agreement, never to have been made. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents, send) at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the CompanyCompany or the transfer agent or registrar for the Common Stock, to at the address of such holder shown on such records, a Right certificate certificate, in substantially the form of Exhibit B A hereto ("“Right Certificate") ”), evidencing one --------- Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates and may only be transferred by the transfer of such Right Certificates, and the holders of such Right Certificates, as listed in the records of the Company or any transfer agent or registrar for such Rights, shall be the record holders of such Rights. The Company shall as promptly as practicable notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On [intentionally left blank]
(c) With respect to certificates for Common Stock outstanding as of the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of until the Distribution Date or (or, if earlier, the Expiration Date. With respect to certificates representing such shares of Common Stock), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed on, printed on, written on or otherwise affixed to them the following (or a substantially similar) legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme Networks, Inc. the Corporation and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent, dated as of April 27January 2, 2001, as the same may be amended from time to time 2012 (the "“Rights Agreement"”), the terms and conditions of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights may become null and void as provided in Section 11(a)(ii) of the Rights Agreement. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
Appears in 1 contract
Samples: Rights Agreement (Dover Downs Gaming & Entertainment Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board Board, but only if at the time of such determination there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office, prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be become the Beneficial Owner of 15% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (xi) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names name of the holders thereof (together with, in the case of certificates for Common Stock outstanding as of the Common Stock Record Date, the Summary of Rights) and not by separate Right Certificatescertificates (and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby), and (yii) each the right to receive Right will Certificate shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as evidenced thereby, whether or not accompanied by a copy of the Close Summary of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesRights.
(b) On the Record Date, or as soon as practicable thereafter, the Company will shall send a copy of a Summary of Rights to Purchase Shares of Series A Preferred Stock, in substantially in the form of Exhibit B attached hereto as Exhibit C (the "Summary of Rights"), by --------- first-classfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates Certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Expiration Date, or the Final Expiration Date shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided in the Rights Agreement between Extreme NetworksFIRST TEAM SPORTS, Inc. INC. and Mellon Investor Services LLCNORWEST BANK MINNESOTA, as Rights AgentN.A., dated as of April 27March 15, 20011996, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksFIRST TEAM SPORTS, Inc. INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by thisthis certificate. FIRST TEAM SPORTS, INC. shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent and the Rights Agent will, if requested, send by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors Board, prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be become the Beneficial Owner of 15% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x1) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names name of the holders thereof (together with, in the case of certificates for Common Stock outstanding as of the Common Stock Record Date, the Summary of Rights) and not by separate Right Certificatescertificates (and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby), and (y2) each the right to receive a Right will Certificate shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as evidenced thereby, whether or not accompanied by a copy of the Close Summary of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesRights.
(b) On the Record Date, or as soon as practicable thereafter, the Company will shall send a copy of a Summary of Rights to Purchase Shares of Series A Preferred Stock, in substantially in the form of Exhibit B attached hereto as Exhibit C (the "Summary of Rights"), by --------- first-classfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates Certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Expiration Date, or the Final Expiration Date shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided in the Rights Agreement between Extreme NetworksCIPRICO INC. and XXXXX FARGO BANK MINNESOTA, Inc. and Mellon Investor Services LLC, as Rights Agent, N.A. dated as of April 27January 10, 20012003, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. CIPRICO INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by thisthis certificate. CIPRICO INC. shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent and the Rights Agent will, if requested, send by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 1 contract
Samples: Rights Agreement (Ciprico Inc)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names name of the holders of the Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) of Common Stock). As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailExpiration Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Dateevidenced thereby, as shown whether or not accompanied by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. With Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect to certificates representing such of shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until that become outstanding after the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) . Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Extreme NetworksDonnkenny, Inc. and Mellon Investor Services LLCChaseMellon Shareholder Services, as L.L.C. (the "Rights Agent"), dated as of April 272, 20011998, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksDonnkenny, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this
Appears in 1 contract
Samples: Rights Agreement (Donnkenny Inc)
Issuance of Right Certificates. (a) 3.1. Until the earlier of (iA) the tenth day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, B) the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonBoard) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for at least five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (A) and Associates(B), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to before the issuance of the Rights; the earlier of such dates being herein referred to as ) (the "Distribution DateDISTRIBUTION DATE"), (xi) the Rights will be evidenced (subject to the provisions of Section 3(c) 3.2 hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common StockStock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated before the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE") ), evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On 3.2. As promptly as practicable after the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of RightsSUMMARY OF RIGHTS"), by --------- first-class, postage postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such for shares of Common StockStock outstanding as of the Record Date, until the Distribution Date the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such shares of Common Stock.
3.3. Certificates for shares of Common Stock represented thereby.
(d) Certificates issued for Common Stock that become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired shares of Common StockStock referred to in the last sentence of this Section 3.3) after the Record Date but prior to before the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksThoratec Corporation and Computershare Trust Company, Inc. and Mellon Investor Services LLCInc., as Rights Agent, dated as of April 27May 2, 2001, as the same may be amended from time to time 2002 (the "Rights AgreementAGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. Thoratec Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Thoratec Corporation will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Agreement, Rights issued to, or held by, any person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and certain related persons, whether currently held by or on behalf of such person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. If the Corporation purchases or acquires any shares of Common Stock after the Record Date but before the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Thoratec Corp)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation of or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment the Corporation); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as hereinafter provided) a result of Common Stocksuch tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage- prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B A hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred StockCommon Shares, in substantially in the form attached of Exhibit B hereto as Exhibit C (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such shares for Common Shares outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such Common Stock represented therebyShares.
(dc) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph(c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksDickie Walker Marine, Inc. and Mellon Investor Services LLCCorporate Stock Transfer, as Rights AgentInx., dated as xxxxx xx of April 27_______________, 2001, as the same may be amended from time to time 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksDickie Walker Marine, Inc. Under certain circumstances, as set forth in xxx xxxxx xx the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Dickie Walker Marine, Inc. will mail to the holder of this xxxxxxxxxxx x copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if Close of Business on the tenth day after the Stock Shares Acquisition Date occurs before the Record Date, or (ii) the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of a Tender Offer by any Person (other than an Exempt Person) ofthe Company, any wholly-owned Subsidiary of the Company, or any employee benefit plan of the first Company or of any wholly-owned Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) or the public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon Tender Offer the successful consummation of which such Person, together with its Affiliates and Associates, offer would be the Beneficial Owner result in beneficial ownership by a Person of 1530% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) Shares (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(cSections 3(b) hereofand (c)) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right certificates) and not by separate Right Certificatescertificates, and (y) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of the underlying Common StockShares. As soon as practicable after the Distribution Date, the Rights Agent will mailwill, at the expense of the Company and if provided with all necessary information, send by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate certificate, in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as As soon as practicable thereafterafter August 18, 1998, the Company will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record DateAugust 18, 1998, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares tocertificates for Common Shares outstanding as of Common StockAugust 18, 1998, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock Shares registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (August 18, 1998, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock Shares represented thereby.
(dc) Certificates issued for Common Stock (includingShares which certificates become outstanding after August 18, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date 1998 but prior to the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date shall be deemed to be certificates for Rights and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme Networks, Inc. Federal Signal Corporation and Mellon Investor Services LLC, as Rights AgentXxxxxx Trust and Savings Bank, dated as of April 27July 9, 2001, as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. Federal Signal Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Federal Signal Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof (as such terms are defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of such Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if close of business on the tenth day after the Stock Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth close of business day on the fifteenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Ordinary Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any Person becoming the Beneficial Owner of Ordinary Shares aggregating 15% or more of the then outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) Ordinary Shares (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Ordinary Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) each Right the Rights will be transferable only in connection with the transfer of the underlying Ordinary Shares (including a share (subject transfer to adjustment as hereinafter provided) the Company). The Company shall give the Rights Agent prompt written notice of Common Stockthe Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will, after receipt of written notice of the Distribution Date from the Company, countersign, and the Company will mailsend or cause to be sent (and the Rights Agent will, if requested, send, at the expense of the Company and if provided with all necessary information, Company) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Ordinary Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing an aggregate number of Rights equal to one --------- Right for each share of Common Stock Ordinary Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Shareholder Rights to Purchase Preferred StockPlan, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of RightsShareholder Rights Plan"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock Ordinary Shares as of the Close close of Business business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof, together with the Summary of Shareholder Rights Plan, and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the transfer of any certificate for Ordinary Shares outstanding on the Record Date, with or without a copy of the Summary of Shareholder Rights Plan, shall also constitute the transfer of the Rights associated with the Ordinary Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock that Ordinary Shares which are issued (either as an original issuance whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. With respect to certificates Certificates representing such shares of Common Stockboth Ordinary Shares and Rights in accordance with this Section 3 which are executed and delivered (whether the Ordinary Shares represented thereby are originally issued, delivered from the Rights will be evidenced Company's treasury or are presented for transfer) by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock Company (including, without limitation, certificates issued upon transfer or exchange representing reacquired Ordinary Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially equivalent to the following legendfollowing: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Amended and Restated Rights Agreement between Extreme Networks, Inc. ACE Limited (the "Company") and Mellon Investor Services LLC, as Rights Agent, dated as of April 27December 20, 2001, as the same may be amended from time to time 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. Until the Distribution Date, the Rights associated with the Ordinary Shares shall be evidenced by the certificates representing the associated Ordinary Shares alone, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares represented thereby. If the Company purchases or acquires any Ordinary Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Ordinary Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Ace LTD)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business (i) on the Record Date10th day (subject to extension by the Board of Directors as provided below) after the Shares Acquisition Date or (ii) on the tenth business day 10th Business Day (or such later date as may be determined subject to extension by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personprovided below) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any Plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such Plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any Plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such Plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon (other than a Sanctioned Tender Offer) the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any Person becoming the Beneficial Owner of 15% 15 percent or more of the outstanding Common Stock (irrespective Shares of whether any shares are actually purchased pursuant to any such offer) (the Company, including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; Rights (the earlier of such dates described in clauses (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names Shares of the holders of Company (which certificates shall also be deemed to be Right Certificates) or, as the Common Stock case may be, certificates issued subsequent to the Record Date and not bearing the legend set forth in Section 3(c) (and, in neither case, by separate Right Certificates, ) and the record holders of such certificates for Common Shares shall be the record holders of the Rights represented thereby and (y) each the Rights and the right to receive Right Certificates will be transferable only in connection simultaneously with and together with the transfer of a share Common Shares of the Company. The ten-day periods referred to in clauses (subject to adjustment as hereinafter providedi) and (ii) of the preceding sentence may be extended by the Board of Directors. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of such certificates for Common StockShares shall also constitute the surrender for transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, after notification by the Company, the Rights Agent will mail, at the expense of the Company and if provided with all necessary informationsend, by first-class, postage prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto ("Right Certificate") hereto, evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and may be transferred by the transfer of the Right Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares of the Company, and the holders of such Right Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of the Rights to Purchase Preferred Stock, in substantially in the form attached hereto as Exhibit C (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares Common Shares of Common Stock that the Company which are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Final Expiration Date Date. Certificates for such Common Shares shall have impressed onalso be deemed to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme NetworksNational R.V. Holdings, Inc. (the "Company"), and Mellon Investor Services LLCContinental Stock Transfer & Trust Company, as Rights Agent, dated as of April 27August 20, 2001, as the same may be amended from time to time 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void.
(d) Certificates for Common Shares, if any, issued after the Distribution Date but prior to the earlier of the Redemption Date or the Final Expiration Date shall bear the following legend: This certificate does not evidence any Right issued pursuant to the terms of a Rights Agreement between National R.V. Holdings, Inc. and Continental Stock Transfer & Trust Company, dated as of August 20, 1996.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of Distribution Date, (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (iiA) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Class A Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the representing Class A Common Stock Shares registered in the names of the record holders thereof, which certificates representing Class A Common Shares will also be deemed to be Right Certificates (or, if the Class A Common Shares are uncertificated, by the registration of the associated Class A Common Stock and not by separate Right Certificates, Shares on the stock transfer books of the Company) and (yB) each the Class C Rights will be evidenced by the certificates representing Class C Common Shares registered in the names of the record holders thereof, which certificates representing Class C Common Shares will also be deemed to be Right Certificates (or, if the Class C Common Shares are uncertificated, by the registration of the associated Class C Common Shares on the stock transfer books of the Company), (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares, as applicable, and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such Common Shares, as applicable.
(b) (i) Class A Rights will be issued by the Company in respect of all Class A Common Shares (other than Class A Common Shares issued upon the exercise or exchange of any Right) and (ii) Class C Rights will be issued by the Company in respect of all Class C Common Shares (other than Class C Common Shares issued upon the exercise or exchange of any Right), in each case, issued or delivered by the Company (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates evidencing such Common Shares will have stamped on, impressed on, printed on, written on, or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a share Tax Asset Preservation Plan between WeWork Inc. and Continental Stock Transfer & Trust Company, a New York corporation (or any successor rights agent) dated as of April 7, 2023 (as it may be amended from time to time, the “Tax Asset Preservation Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of WeWork Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Tax Asset Preservation Plan. Under certain circumstances, as set forth in the Tax Asset Preservation Plan, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this Certificate. WeWork Inc. will mail to the holder of this Certificate a copy of the Tax Asset Preservation Plan, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Tax Asset Preservation Plan, Rights that are or were Beneficially Owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Tax Asset Preservation Plan) or transferees of an Acquiring Person or of any Affiliate or Associate of an Acquiring Person may become null and void and will no longer be transferable.
(c) Any Right Certificate issued pursuant to this Section 3 that represents Rights Beneficially Owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate and any Right Certificate issued pursuant to Section 6 or 11 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall be subject to adjustment and contain the following legend or such similar legend as hereinafter providedthe Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage: The Rights represented by this Right Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Tax Asset Preservation Plan). This Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of Common Stock. the Tax Asset Preservation Plan.
(d) As soon promptly as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company and if provided with upon receipt of all necessary informationrelevant information send), by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate evidencing one Right for each Common Share so held, subject to adjustment as provided herein, provided, that the Rights may instead be recorded in substantially book-entry or other uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Right Certificates for all purposes of this Agreement; provided, further, that all procedures relating to actions to be taken or information to be provided with respect to such Rights recorded in book-entry or other uncertificated forms, and all requirements with respect to the form of Exhibit B hereto ("any Right Certificate") evidencing one --------- Right for each share of Common Stock so heldCertificate set forth in this Agreement, may be modified as necessary or appropriate to reflect book-entry or other uncertificated ownership. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(be) On In the Record Date, or as soon as practicable thereafter, event that the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of purchases or otherwise acquires any Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) Shares after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing , any Rights associated with such shares of Common Stock, the Rights Shares will be evidenced by such certificates for Common Stock registered in deemed cancelled and retired so that the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of Company will not be entitled to exercise any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented therebyShares so purchased or acquired.
(df) Certificates In case the holder of any Class C Common Shares shall, following the Record Date, (i) convert any Class C Common Shares into Class A Common Shares, any Rights attached to such Class C Common Shares, as applicable, shall be deemed cancelled and retired and may not be exercised. For the avoidance of doubt, except as otherwise provided herein, Rights shall automatically attach to any Common Shares issued for pursuant to a conversion of Class C Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) Shares after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date shall have impressed on, printed on, written on (or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth provided in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"Section 22), in accordance with the terms of which are incorporated herein by reference this Agreement. Any Right Certificates representing Rights deemed cancelled and retired pursuant to this Section 3(f) shall also be cancelled and new Right Certificates shall be issued evidencing the appropriate class of Rights for any new Rights attaching to Common Shares in connection with a copy conversion of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstancesClass C Common Shares, as set forth described in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis Section 3(f).
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company and if provided with all necessary informationCompany, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right --------- Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. Agile Software Corporation and Mellon Investor Services LLCFleet National Bank, as Rights Agent, dated as of April 272, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisAgile Software
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, ii) the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by on which any Person (other than an Exempt Person) ofthe Corporation, any Subsidiary of the Corporation, the Ventek Officers, any employee benefit plan of the Corporation or of the first public announcement any Subsidiary of the intent Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any Person (other than an Exempt Personsuch plan) commences or first publicly announces the intent to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to before the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced by (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment the Corporation); provided, however, that if a tender offer is terminated before a Distribution Date occurs, then no Distribution Date shall occur as hereinafter provided) a result of Common Stocksuch tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such shares for Common Shares outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such Common Stock represented therebyShares.
(dc) Certificates issued for Common Stock Shares, which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date but prior to before the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed be deemed also to them be certificates for Rights and shall bear the following legend: This certificate also evidences and entitles entities the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme Networks, Inc. Advanced Machine Vision Corporation and Mellon Investor Services LLC, as Rights AgentAmerican Stock Transfer & Trust Company, dated as of April 27February 20, 2001, as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. Advanced Machine Vision Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Advanced Machine Vision Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but before the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares that are no longer outstanding.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, ii) the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonDisinterested Directors) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) ofcommences, or of the first public announcement of the intent of any Person (other than an Exempt Person) publicly announces its intention to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each Right the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment the Corporation); provided, however, that if a tender offer is abandoned prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as hereinafter provided) a result of Common Stocksuch tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such shares for Common Shares outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by such the certificates for Common Stock registered in the names Shares with or without a copy of the holders thereof together with the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such Common Stock represented therebyShares.
(dc) Certificates issued for Common Stock Shares issued after the Record Date (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksWaterlink, Inc. and Mellon Investor Services LLC, as Rights AgentAmerican Stock Transfer & Trust Company, dated as of April 27May 23, 2001, as the same may be amended from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksWaterlink, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Waterlink, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Waterlink Inc)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if Close of Business on the tenth day after the Stock Acquisition Date occurs before the Record Date, and (ii) the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates described in clauses (i) and (ii) being herein referred to herein as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificates, and (y) each Right (and the right to receive separate Right Certificates) will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and the Rights Agent will mail, at the expense of the Company and if provided with all necessary informationsend, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such records, a Right certificate Certificate in substantially the form of Exhibit B hereto ("Right CertificateRIGHT CERTIFICATE") evidencing one --------- Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and will be transferable separately from the Common Stock.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of RightsSUMMARY OF RIGHTS"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, Date at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares for Common Stock outstanding as of Common Stockthe Record Date until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date Date, but prior to the earlier earliest of the Distribution Date, the Expiration Date or the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme Networks, Inc. AmeriChoice Corporation and Mellon Investor Services LLC________, as Rights Agent, dated as of April 27_____, 2001, as the same may be amended from time to time 2002 (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. AmeriChoice Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. AmeriChoice Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Americhoice Corp)
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, ii) the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Corporation) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (i) and Associates(ii), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), DISTRIBUTION DATE," (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares (including a share (subject transfer to adjustment the Corporation); PROVIDED, HOWEVER, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as hereinafter provided) a result of Common Stocksuch tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of RightsSUMMARY OF RIGHTS"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such shares for Common Shares outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with such Common Shares. As a result of the execution of this Agreement on December 14, 1998, each share of Common Stock represented therebyoutstanding as of December 30, 1998, shall, subject to the terms and conditions of this Agreement, also represent one Right and shall, subject to the terms and conditions of this Agreement, represent the right to purchase one one-thousandth of a share of Preferred Stock.
(dc) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksAdvantica Restaurant Group, Inc. and Mellon Investor Services LLC, as Rights AgentContinental Stock Transfer & Trust Company, dated as of April 27December 14, 2001, as the same may be amended from time to time 1998 (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksAdvantica Restaurant Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Advantica Restaurant Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 1 contract
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Record Date, at the address of such holder shown on the records of the Corporation.
(b) Until the Close of Business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors of the Corporation prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associatesor any Affiliate or Associate of such Person, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders of the Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates (or such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) ). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights.
(c) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement by and between Columbia Laboratories, Inc. and First Union National Bank (the "Rights Agent"), dated as of March 13, 2002, as it may be amended from time to time (the "Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Columbia Laboratories, Inc. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Columbia Laboratories, Inc. shall mail to the registered holder of this certificate a copy of the Agreement without charge within five days after receipt of a written request therefor. As provided in Section 7(e) of the ---------------------------------- Agreement, Rights issued to or Beneficially Owned by Acquiring -------------------------------------------------------------- Persons or their Affiliates or Associates (as such terms are ------------------------------------------------------------ defined in the Agreement) or any subsequent holder of such Rights ----------------------------------------------------------------- shall be null and void and may not be exercised by or transferred ----------------------------------------------------------------- to any Person. ------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Corporation purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the CompanyCorporation, to at the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto provided by Section 4 hereof (a "Right Certificate") ), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) On Certificates and may be transferred by the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as transfer of the Close Right Certificate as permitted hereby, separately and apart from any transfer of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance one or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such more shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this
Appears in 1 contract
Issuance of Right Certificates. (a) 3.1 Rights Evidenced by Share Certificates and Book-Entries. Until the earlier of (i) the close of business on the tenth day Business Day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) Business Day after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock result in any Person becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights (unless earlier expired, redeemed or terminated) will be evidenced (subject to the provisions of Section 3(c) hereof3.2) by the certificates or Book-Entries for the Common Stock Shares registered in the names of the holders of the thereof (which certificates or Book-Entries for Common Stock Shares shall also be deemed to be Right Certificates) and not by separate Right Certificatescertificates, and (y) each Right the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying Common Shares. The preceding sentence notwithstanding, prior to the occurrence of a share Distribution Date specified as a result of an event described in clause (subject ii) (or such later Distribution Date as the Board of Directors of the Company may select pursuant to adjustment this sentence), the Board of Directors may postpone, one or more times, the Distribution Date which would occur as hereinafter provideda result of an event described in clause (ii) beyond the date set forth in such clause (ii). Nothing herein shall permit such a postponement of Common Stocka Distribution Date after a Person becomes an Acquiring Person, except as a result of the operation of the third sentence of Section 1.1. As soon as practicable after the Distribution Date, the Company will prepare and execute, and at the written request of the Company, the Rights Agent will mailcountersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents, at the expense of the Company and if provided with all necessary informationCompany, send) by first-class, insured, postage-prepaid mail, by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person or any other Person (or any Affiliate or Associate of such other Person) Acting in Concert with an Acquiring Person (or any Affiliate or Associate of an Acquiring Person)), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate one or more certificates for Rights, in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11.15 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14.1 hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On . The Company shall promptly notify the Record Date, or as soon as practicable thereafter, Rights Agent in writing upon the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Expiration DateBusiness Day next following. With respect to certificates representing Until such shares of Common Stocknotice is received by the Rights Agent, the Rights will be evidenced by such certificates Agent may presume conclusively for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until all purposes that the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented therebyhas not occurred.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if Close of Business on the tenth day after the Stock Acquisition Date occurs before the Record Date, or (ii) the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 1520% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates described in clauses (i) and (ii) being herein referred to herein as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) each Right (and the right to receive separate Right Certificates) will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and the Rights Agent will mail, at the expense of the Company and if provided with all necessary informationsend, by first-first class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such records, a Right certificate Certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and will be transferrable separately from the Common Stock.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares for Common Stock outstanding as of Common Stockthe Record Date, until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date Date, but prior to the earlier earliest of the Distribution Date, the Expiration Date or the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Extreme NetworksHealthcare Recoveries, Inc. and Mellon Investor Services LLC, National City Bank as Rights Agent, dated as of April 27February 12, 2001, 1999 (as the same may be amended from time to time (time, the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme NetworksHealthcare Recoveries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Healthcare Recoveries, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock which are no longer outstanding.
Appears in 1 contract
Issuance of Right Certificates. (a) 3.1 Rights Evidenced by Share Certificates and Book-Entries. Until the earlier of (i) the close of business on the tenth day Business Day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) Business Day after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock result in any Person becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights (unless earlier expired, redeemed or terminated) will be evidenced (subject to the provisions of Section 3(c) hereof3.2) by the certificates or Book-Entries for the Common Stock Shares registered in the names of the holders of the thereof (which certificates or Book-Entries for Common Stock Shares shall also be deemed to be Right Certificates) and not by separate Right Certificatescertificates, and (y) each Right the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying Common Shares. The preceding sentence notwithstanding, prior to the occurrence of a share Distribution Date specified as a result of an event described in clause (subject ii) (or such later Distribution Date as the Board of Directors of the Company may select pursuant to adjustment this sentence), the Board of Directors may postpone, one or more times, the Distribution Date which would occur as hereinafter provideda result of an event described in clause (ii) beyond the date set forth in such clause (ii). Nothing herein shall permit such a postponement of Common Stocka Distribution Date after a Person becomes an Acquiring Person, except as a result of the operation of the third sentence of Section 1.1. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mail, at the expense of countersign and the Company and (or, if provided with all necessary informationrequested, the Rights Agent) will send, by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate one or more certificates for Rights, in substantially the form of Exhibit B hereto ("a “Right Certificate") ”), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11.15 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14.1 hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme Networks, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to with a copy of the provisions Summary of Section 3(c) hereofRights attached thereto) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right Certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("a “Right Certificate"”) evidencing one --------- Right for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11 or 13 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("a “Summary of Rights"”), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's ’s treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme NetworksNorthstar Neuroscience, Inc. and Mellon Investor Services LLCRegistrar and Transfer Company, as Rights Agent, dated as of April 27May 21, 20012008, as the same may be amended or supplemented from time to time (the "“Rights Agreement"”), the terms of which hereby are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme NetworksNorthstar Neuroscience, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as such term is defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Northstar Neuroscience, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, Beneficially Owned by, or transferred to, any Person who is or becomes an Acquiring Person (as such terms are defined in the Rights Agreement) or an Associate or Affiliate (as such terms are defined in the Rights Agreement) thereof and certain transferees thereof will be null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock no longer outstanding. Notwithstanding this subsection (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (ia) the tenth business day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (iib) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any person becoming the Beneficial Owner of 15Common Shares aggregating 30% or more of the then outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (Shares, including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (xi) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) each Right the Rights Certificates will not be transferable only in connection with except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a share (subject to adjustment as hereinafter provided) copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common StockShares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a separate Right certificate Certificate, in substantially the form of Exhibit B A hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As Following the Close of and after Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached hereto as of Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mailB hereto, to each record any holder of Common Stock as Rights from time to time prior to the Expiration Date upon the request of the Close of Business on the Record Date, at the address of such holder shown on the records of the Companyholders.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates Certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates Shares issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date (whether as an original issuance of Common Shares or as a transfer or re-registration of outstanding Common Shares) shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Extreme NetworksTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN HEARTLAND BANCSHARES, Inc. and Mellon Investor Services LLC, as Rights Agent, dated as of April 27, 2001, as the same may be amended from time to time INC. AND THE RIGHTS AGENT THEREUNDER (the THE "Rights AgreementRIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF HEARTLAND BANCSHARES, INC.. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. HEARTLAND BANCSHARES, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID.
(d) In the terms of event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are incorporated herein by reference and a copy of which is on file at the principal executive office of Extreme Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisoutstanding.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (i) ------------------------------ the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) Shares (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; , with the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(cSec tion 3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred StockShares, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-first- class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares for Common Shares outstanding as of Common Stockthe Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock Shares represented thereby.
(dc) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme Networks, Inc. ABC Bancorp and Mellon Investor Services LLC, as Rights AgentSunTrust Bank, dated as of April 27February 17, 2001, as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme Networks, Inc. ABC Bancorp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. ABC Bancorp will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Abc Bancorp)
Issuance of Right Certificates. (a) 3.1. Until the earlier of (iA) the tenth day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, B) the Close of Business on the Record Datetenth (10th) or (ii) the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) business days Business Days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both (A) and Associates(B), would be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as ) (the "Distribution Date"), (xi) the Rights will be evidenced (subject to the provisions of Section 3(c) 3.2 hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common StockStock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will mailcountersign, at and the expense of the Company and if provided with all necessary information, Corporation will send or cause to be sent by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Corporation, a Right certificate Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On 3.2. As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration DateCorporation. With respect to certificates representing such for shares of Common StockStock outstanding as of the Record Date, until the Distribution Date the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the such shares of Common Stock.
3.3. Certificates for shares of Common Stock represented thereby.
(d) Certificates issued for Common Stock that become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired shares of Common StockStock referred to in the last sentence of this Section 3.3) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Extreme NetworksREMEC, Inc. and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent, dated as of April 27June 15, 2001, as the same may be amended from time to time 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksREMEC, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. REMEC, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that the Corporation purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.
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Samples: Rights Agreement (Remec Inc)
Issuance of Right Certificates. (a) Reserved.
(b) Until the Close of Business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement)commence, a tender or exchange offer within the meaning of Rule 14d-2
(a) of the General Rules and Regulations under the Exchange Act upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the then outstanding Common shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names name of the holders of the Common Stock and not by separate Right CertificatesCertificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby, and (y) each Right will shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided) ), including a transfer to the Company, except pursuant to the provisions of Common StockSection 23 or Section 24. As soon as practicable after Until the Distribution DateDate (or, if earlier, the Rights Agent will mailRedemption Date or Final Expiration Date), at the expense surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Company and if provided Right or Rights associated with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Dateevidenced thereby, as shown whether or not accompanied by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by --------- first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) become outstanding after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. With Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect to certificates representing such of shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until that become outstanding after the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) . Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier earliest of the Distribution Date Date, the Redemption Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them thereto the following legend: This certificate also evidences and entitles the holder hereof to certain the same number of Rights (subject to adjustment) as set forth in the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Extreme NetworksINSpire Insurance Solutions, Inc. and Mellon Investor Services LLCU.S. Trust Company of Texas, as N.A. (the "Rights Agent"), dated as of April 27July 30, 20011997, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksINSpire Insurance Solutions, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisRights
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Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt PersonExempted Entity) of, or of the first public announcement of the intent intention of such Person (other than an Exempted Entity) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt PersonExempted Entity) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the outstanding Common Stock becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof, and not by separate Right CertificatesCertificates (as defined below), and (y) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, at the expense of and the Company will send or cause to be sent (and the Rights Agent will, if provided with all necessary informationrequested, send) by first-class, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate") ), evidencing one --------- Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially in the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by --------- first-class, postage postage-prepaid mail, to each record holder of Common Stock and holder of Book Entry shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in Company as the address at which such holder has consented to receive notice. With respect of all to shares of Common Stock that are issued (either outstanding as an original issuance or from the Company's treasury) after of the Record Date prior to the earlier of Date, until the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights associated with such shares will be evidenced by the share certificate for such certificates for shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date (Date, with or without a copy of the Summary of Rights attached thereto)Rights, shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented therebyby such certificate or Book Entry shares.
(dc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued or disposed of (including, without limitation, certificates issued upon transfer or exchange disposition of Common StockStock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Section 382 Rights Agreement between Extreme NetworksConseco, Inc. and Mellon Investor Services American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of April 27January 20, 2001, 2009 as the same may be amended amended, supplemented or otherwise modified from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office offices of Extreme NetworksConseco, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by thisthis certificate. Conseco, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
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