Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent), to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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 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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights 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, as promptly as practicable following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Shareholder Rights Agreement
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day (or such later date as the Board of Directors of the Company shall determine) after the Stock Acquisition Date (or, if the tenth (10th) Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record DateDate (or such later date as the Board of Directors of the Company shall determine)), or (ii) the close of business on the tenth (10th) Business Day (or such later date as the Board of Directors of the Company shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person (the Person(the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration systembook entry shares, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by the Rights Agent of notice of such occurrenceDate, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, but subject to the following sentence, the Rights Agent will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)Company, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Triggering Event under Section 11.(a)(ii). Event 11(a)(ii) hereof has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred Certificates. To the extent determined by the transfer of Company, notations in the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders book entry accounts may reflect ownership of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofRights.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) ), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the such certificates for the Common Stock (orStock(or, in the case of shares reflected on the direct registration systembook entry shares, the notations in the book-book entry account system of the transfer agent for the Common Stockaccount) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. 23 hereof or an exchange pursuant to Section 24. 24 hereof, the Company shall not thereafter issue any additional Rights andunder this Agreement, and for the avoidance of doubt, doubt no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafterthereafter pursuant to this Agreement.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Avid Technology, Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of January 6, 2014, as originally executed and as it may be amended or restated 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 offices of 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 this 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 any 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 such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of book entry shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration systembook entry shares, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-book entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company that holds Common Stock for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent), to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). 11(a)(ii) Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights Certificates are received by Persons whose Rights would be null and void under Section 7.(e7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights 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, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. 23 hereof or an exchange pursuant to Section 24. 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Universal Technical Institute, Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of June 29, 2016, as originally executed and as it may be amended or restated 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 offices of 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 this 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 any Affiliate or Associate thereof or any Person with whom such Person was or is Acting in Concert (or any 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 such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Rights Agreement (Universal Technical Institute Inc)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”") to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Sierra Pacific Resources (the "Company") and the Rights Agent thereunder (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 offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day 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 (10th) Business Day business day (or such later date as may be determined by action of the Board shall determineof Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company) prior to such time as any Person becomes an Acquiring Person or an Adverse Party) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become be an Acquiring Person or an Adverse Party (the earlier of (i) and or (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of attached hereto as Exhibit B hereto A (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The After the Record Date, the Company will make available, as promptly as practicable following the date hereof, sent a copy of the a Summary of Rights Rights, in substantially the form attached hereto to the Agreement dated as of March 6, 1995 as Exhibit C B (the “"Summary of Rights”) "), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time 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. Attached hereto is an Amended Summary of Rights, as amended, which the Company may, but shall not be required to, send to time prior to the Expiration Dateholders of its Common Stock. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock issued after the date hereof and prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Windmere Corporation (the "Company") and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), dated as of March 6, 1995, as amended and restated as of March 10, 1999 (the "Rights Agreement"), the terms of which are issued after hereby incorporated herein by reference and a copy of which is on file at the Exempt Time but prior to the earlier principal offices of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legendCompany. Under certain circumstances, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, as set forth in the Rights associated with the Common Stock represented by Agreement, such certificates shall Rights will be evidenced by such separate certificates alone and registered holders of Common Stock shall also will no longer be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the evidenced by this certificate. The Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company Agent will mail to the stockholder holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after the receipt of a written request therefor and that the recipient of the statementtherefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, as a holder of shares of Common StockRIGHTS ISSUED TO, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificatesOR HELD BY, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such sharesANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY OR ANY 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."
Appears in 1 contract
Samples: 1995 Common Stock Purchase Rights Agreement (Windmere Durable Holdings Inc)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the Rights) and not by separate certificates (or, for uncertificated shares participating registered in the direct registration systembook entry form, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company in writing and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent), to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). 11(a)(ii) Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, (with prompt written notice of the same to the Rights Agent), to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a4(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights 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, as promptly as practicable following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. 23 hereof or an exchange pursuant to Section 24. 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Tax Benefits Preservation Plan between Acacia Research Corporation (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent) (the “Rights Agent”) dated as of March 16, 2016 as it may be supplemented, amended or restated from time to time (the “Tax Benefits Preservation Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Tax Benefits Preservation Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Tax Benefits Preservation Plan, 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 Tax Benefits Preservation Plan, 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 Tax Benefits Preservation Plan), 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 (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (Acacia Research Corp)
Issuance of Rights Certificates. (a) DISTRIBUTION DATE; RIGHTS CERTIFICATES. Until the earlier earliest of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board determines, in accordance with the criteria set forth in Section 1(d) of this Agreement, that a Person is an Acquiring Adverse Person (the earlier earliest of (i) and ), (ii) or (iii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock or Series B Preferred Stock registered in the names of the holders of the Common Stock or Series B Preferred Stock (which certificates evidencing the for Common Stock or Series B Preferred Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock or Series B Preferred Stock (including a transfer to to, or redemption by, the Company). The Company promptly shall notify give the Rights Agent in writing upon the occurrence prompt written notice of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredDate. As soon as practicable after the Distribution Date and receipt by of written notice of the Distribution Date from the Company, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to at the following sentenceCompany's expense, send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock or Series B Preferred Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held and 1.1364 Rights for each share of Series B Preferred Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock or Series B Preferred Stock has been made pursuant to Section 11.(p11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14.(a) hereof14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day (or such later date) after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of the Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and or (c) of this Section (3)) by the balances indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations balances indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, such certificates for the Common Stock) , and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, and shall bear the following legends:
(i) Confirmation and account statements sent to holders of shares of Common Stock in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such book-entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear the following legend: The shares of Common Stock, par value $0.01 per share, of Wyndham Worldwide Corporation (the “Company”) entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and the Rights Agent thereunder (the “Rights Agent”) dated as of July 13, 2006, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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 the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates 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 (as such term is defined in the Rights Agreement) 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights, and ) shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Wyndham Worldwide Corporation (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of July 13, 2006, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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. The Rights Agent 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 beneficially owned (as such term is defined in the Rights Agreement) 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), 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 (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day twentieth day after the Stock Acquisition Date (or, if the tenth (10th) Business Day twentieth 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 (10th) Business Day twentieth day (or such specified or unspecified later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to this clause (ii) may be made at any time during the Special Period) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent will send at the expense of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, substantially in substantially the form of Exhibit B EXHIBIT A hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional rights, but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The As soon as practicable after the Record Date, the Company will make available, as promptly as practicable following the date hereof, send a copy of the a Summary of Rights Rights, substantially in substantially the form attached hereto as Exhibit C EXHIBIT B (the “"Summary of Rights”) "), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Stock as of the Expiration close of business on the Record Date, at the address of such holder then shown on the records of the Company. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to as set forth in paragraph (a) above, until the Record Date, unless and until earlier of the Distribution Date shall occuror the Expiration Date, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system with or without a copy of the transfer agent for the Common Stock) Summary of Rights attached, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date orDate, in certain circumstances and to the extent provided in Section 22. 22 hereof, in respect of shares of Common Stock issued after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall shall, as promptly as practicable following the Record Date, bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Datelegend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN FIRST MID-ILLINOIS BANCSHARES, INC. (THE "COMPANY") AND THE RIGHTS AGENT THEREUNDER, DATED AS OF SEPTEMBER 22, 2009, AS THE SAME MAY BE AMENDED, RESTATED, RENEWED OR EXTENDED 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 OFFICES OF 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 THIS 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 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 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Rights Agreement (First Mid Illinois Bancshares Inc)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day (or such later date) after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of the Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and or (c) of this Section (3)) by the balances indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations balances indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, such certificates for the Common Stock) , and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, and shall bear the following legends:
(i) Confirmation and account statements sent to holders of shares of Common Stock in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such book-entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear the following legend: The shares of Common Stock, par value $0.01 per share, of Realogy Corporation (the “Company”) entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and the Rights Agent thereunder (the “Rights Agent”) dated as of July 13, 2006, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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 the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates 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 (as such term is defined in the Rights Agreement) 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights, and ) shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Realogy Corporation (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of July 13, 2006, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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. The Rights Agent 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 beneficially owned (as such term is defined in the Rights Agreement) 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), 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 (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Rights Agreement (Realogy Corp)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of a Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day (or such later date) after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or ) and (ii) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of a Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) 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, if upon consummation thereof, thereof such Person would become an Acquiring Person made at a time when the Rights are redeemable hereof (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs Paragraphs (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date Date, the Company shall prepare and receipt by execute, the Rights Agent of notice of such occurrence, shall countersign and the Company shall send or cause to be sent (and the Rights AgentAgent shall, if requested by the Company and provided with all necessary information and documentationrequested, will, subject to the following sentence, send send) by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more a rights certificates, certificate substantially in substantially the form of attached hereto as Exhibit B hereto (the each, a “Rights CertificatesCertificate”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p) 11 hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights, but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as As promptly as practicable following the date hereofRecord Date, the Company will make available a copy of the a summary of Rights (a “Summary of Rights Rights”) substantially in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of the Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or and the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Close of Business on the Distribution Date or and the Expiration Date orand, in certain circumstances to the extent provided in Section 22. 22 hereof, in respect of shares of Common Stock of the Company issued after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock of the Company shall also be deemed to be certificates for Rights, and shall shall, as promptly as practicable following the Record Date, bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between 4Kids Entertainment, Inc. (the “Company”) and the Rights Agent thereunder, dated as of August 15, 2007, as the same may be amended, restated, renewed or extended 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 offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (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. 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 Expiration Date: exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. SimilarlyNotwithstanding this subsection (c), during such time periods, transfers the omission of shares participating in a legend shall not affect the direct registration system shall also be deemed to be transfers enforceability of any part of this Rights Agreement or the rights of any holder of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day (10thor such later date as may be determined by action of a majority of the Board of Directors) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business Day day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by action of a majority of the Board shall determineof Directors then in office) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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 employee benefit plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of twenty percent (20%) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company shall promptly shall 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 Business Dayfollowing. 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. As soon as practicable after the Distribution Date Date, and receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights 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, as As promptly as practicable following the date hereofRecord Date, the Company will send a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) ), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration 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. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between National Healthcare Corporation, a Delaware corporation (the “Company”) and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), dated as of August 2, 2007 (the “Rights Agreement”), the terms of which are issued after hereby incorporated herein by reference and a copy of which is on file at the Exempt Time but principal offices of the Company. The Rights are not exercisable prior to the earlier occurrence of certain events specified in the Rights Agreement. 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. The Company will mail to the holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, event that the Company shall cause the transfer agent for the purchases or acquires any Common Stock to include on each direct registration account statement with respect thereto issued after the Record Date but prior to the Distribution Date a notation to the effect Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company will mail shall not be entitled to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of exercise any Rights associated with the Common Stock which are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such sharesno longer outstanding.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-first- class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”") to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Veeco Instruments Inc. (the "Company") and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person (the Person, in either instance other than pursuant to a Qualified Offer(the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”") to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between HSB Group, Inc. (the "Company") and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered regis- tered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Rights Agreement (HSB Group Inc)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day (or such later date) 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 (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of the Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct if, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the balance indicated in the book entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration DateDate (as such term is defined in Section 7(a) hereof). With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, balances indicated in the case of shares reflected on the direct registration system, the notations in the book-book entry account system of the transfer agent for the Common Stock) Stock or, in the case of certificated shares, such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, and shall bear the following legends:
(i) Confirmation and account statements sent to holders of shares of Common Stock in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such book-entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear the following legend: The shares of Common Stock, par value $1.00 per share, of Guaranty Financial Group Inc. (the “Company”) entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and the Rights Agent thereunder (the “Rights Agent”), dated as of December 11, 2007, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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 the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates 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 (as such term is defined in the Rights Agreement) 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights, and ) shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Guaranty Financial Group Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”), dated as of December 11, 2007 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of 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 this 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 any 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 such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) Business Day day after the Stock Share Acquisition Date (or, if the tenth (10th) Business Day day after the Stock Share Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by the Company's Board shall determineof Directors) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or employee stock 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) 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, if upon consummation thereof, such Person would become be the Beneficial Owner of 20% or more of the Common Shares then outstanding, or (iii) the Close of Business on the tenth day after the Board of Directors of the Company determines that a Person is an Acquiring Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates evidencing the for Common Stock Shares shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock Shares as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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 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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereof, available a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”") to any holder of Rights who may so request from time to time prior to the Expiration Datetime. With respect to certificates evidencing for the Common Stock Shares outstanding as of the Record Date, Date or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any shares of certificates representing Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafterShares.
(c) Rights shall be issued in respect of all shares of Common Stock that Shares which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date upon the transfer or new issuance of Common Stock Shares shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend (or the legend required under the 1986 Agreement): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between The Xxxx Corporation and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of The Xxxx Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Xxxx Corporation will mail to the earlier holder of this certificate a copy of the Distribution Date 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 Adverse Person or any Affiliates or Associates thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legendlegend (or the legend required under the 1986 Agreement), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Rights Agreement (Mead Corp)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day (or such later date) after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of the Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and or (c) of this Section (3)) by the balances indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”") to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations balances indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, such certificates for the Common Stock) , and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, and shall bear the following legends:
(i) Confirmation and account statements sent to holders of shares of Common Stock in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such book-entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear the following legend: The shares of Common Stock, par value $0.01 per share, of Avis Budget Group, Inc. (the "Company") entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between the Company and the Rights Agent thereunder (the "Rights Agent") dated as of September 1, 2006, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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 the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates 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 (as such term is defined in the Rights Agreement) 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights, and ) shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between Avis Budget Group, Inc. (the "Company") and the Rights Agent thereunder (the "Rights Agent") dated as of September 1, 2006, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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. The Rights Agent 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 beneficially owned (as such term is defined in the Rights Agreement) 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), 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 (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day day after the Stock Acquisition Date such date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day business day (or such later date as the Board shall determinemay be determined by a Majority Director Vote prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer [(other than a Qualifying Offer)] of the commencement by any Person (other than the 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) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules first public announcement of the intention of any Person (other than the 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, a tender or exchange offer the consummation of which would result in any Person becoming the beneficial owner of shares of Common Stock of the Company aggregating 15% or more of the then outstanding shares of Common Stock of the Company (including any such date which is after the date of this Agreement and Regulations under prior to the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person issuance of the Rights) (the earlier of such dates referred to in clauses (i) and (ii) of this sentence being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights (and the right to receive Rights Certificates) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date Date, the Company will prepare and receipt by execute, the Rights Agent of notice of such occurrencewill countersign, and the Company will send or cause to be sent (and the Rights Agent, if requested by the Company and provided with all necessary information and documentationrequested, will, subject to the following sentence, send will send) by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock of the Company as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificatescertificate(s), in substantially the form of attached hereto as Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as As promptly as practicable following the date hereofRecord Date, the Company will send a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”) "), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the transfer (or surrender for transfer) of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after outstanding on the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the with or without a Summary of Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsattached thereto, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system thereby.
(c) Rights shall also be deemed to be transfers issued (consistent with the provisions of subsection (a) of this Section 3) in respect of all shares of Common Stock of the associated Rights. In Company which are issued after the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued Record Date but prior to the earliest of the Distribution Date, the Redemption Date a notation or the Final Expiration Date. Certificates for shares of Common Stock (including, without limitation, any reacquired shares referred to in the last sentence of this Section 3(c)) which become outstanding after the Record Date but prior to the effect that 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 as set forth in a Rights Agreement between Quest Education Corporation (the "Company") and First Union National Bank of North Carolina, as Rights Agent (the "Rights Agent"), dated as of May 14, 1999, as it may be amended from time to time (the "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 the Company. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the stockholder holder of this certificate a copy of the Agreement, as in effect on the date of mailing, without charge, promptly charge after the receipt of a written request therefor therefor. Under certain circumstances set forth in the Agreement, Rights issued to, or held or beneficially owned by, any Person who becomes an Acquiring Person (as such terms are defined in the Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, become null and that void." With respect to such certificate(s) containing the recipient foregoing legend, until the Distribution Date, the Rights associated with the Common Stock of the statementCompany represented by such certificate(s) shall be evidenced by such certificate(s) alone, as a holder and the surrender for transfer of any such certificate(s) shall also constitute the transfer of the Rights associated with the shares of Common Stock, may have certain rights thereunderStock of the Company represented thereby. In the event that shares the Company purchases or acquires any Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such reacquired Common Stock are not represented by certificates, references in this Agreement to certificates of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to refer to exercise any Rights associated with the notations in shares of Common Stock of the book-entry accounts reflecting ownership of such sharesCompany which are no longer outstanding.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution DateTime”), (x) with respect to shares of Common Stock outstanding as of the Rights Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the for shares of Common Stock registered in the names of the holders of the shares of Common Stock (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates evidencing the or book entries for Common Stock shall be deemed also to be certificates evidencing the or book entries for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective or book entry accounts for the Common Stock), entries) and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including and, thus, until the earlier of the Distribution Time and the Expiration Time, the surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer to of such shares of Common Stock) in respect of which Rights have been issued shall also constitute the Companytransfer of the Rights associated with such shares of Common Stock). The Company must promptly shall notify the Rights Agent in writing upon the occurrence of the a Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior Time and request its transfer agent to the next following Business Day. Until such notice is received by the Rights Agent, give the Rights Agent may presume conclusively for a stockholder list together with all purposes that the Distribution Date has not occurredother relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date Time and receipt by receives such information, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution DateTime, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights Rights certificates, in substantially the form of Exhibit B hereto A (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p) hereof11, 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) hereof14(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 DateTime, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofpracticable, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C B (the “Summary of Rights”) ), to any holder of Rights who may so request from time to time prior to the Expiration DateTime. With respect to certificates evidencing the shares of Common Stock outstanding as of the Record Date, or issued which become outstanding subsequent to the Record Date, unless and until the Distribution Date shall occurTime, the Rights will be evidenced by the certificates for shares of Common Stock registered in the names of the holders of shares of Common Stock (or, in the case of uncertificated shares reflected on the direct registration systemof Common Stock, the notations in by the book-entry account system that evidences record ownership of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rightssuch shares). Until the earlier of the Distribution Date Time or the Expiration DateTime, the surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Common Stock) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date Time or the Expiration Date Time or, in certain circumstances provided in Section 22. hereof, after the Distribution DateTime. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in substantially the following form if form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between Xxxx’x, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”) dated as of February 15, 2018, 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 offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 or which is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 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 record holders of book-entry shares, until the earlier of (i) the Distribution Date Time or (ii) the Expiration DateTime, the Rights associated with the such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone alone, or such registration in book-entry form, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rightscertificates or book entries. In the case of event the Company purchases or acquires any shares participating in the direct registration system, the Company shall cause the transfer agent for the of Common Stock to include on each direct registration account statement with respect thereto issued after the Record Date but prior to the Distribution Date a notation to the effect Time, any Rights associated with such shares shall be deemed cancelled and retired so that the Company will mail shall not be entitled to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of exercise any Rights associated with shares of Common StockStock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, may have certain validity or enforceability of any part of this Agreement or the rights thereunder. In the event that shares of any holder of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such sharesRights.
Appears in 1 contract
Samples: Rights Agreement (Lubys Inc)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution DateTime”), (x) with respect to shares of Common Stock outstanding as of the Rights Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the for shares of Common Stock registered in the names of the holders of the shares of Common Stock (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates evidencing the or book entries for Common Stock shall be deemed also to be certificates evidencing the or book entries for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective or book entry accounts for the Common Stock), entries) and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including and, thus, until the earlier of the Distribution Time and the Expiration Time, the surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer to of such shares of Common Stock) in respect of which Rights have been issued shall also constitute the Companytransfer of the Rights associated with such shares of Common Stock). The Company must promptly shall notify the Rights Agent in writing upon the occurrence of the a Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior Time and request its transfer agent to the next following Business Day. Until such notice is received by the Rights Agent, give the Rights Agent may presume conclusively for a stockholder list together with all purposes that the Distribution Date has not occurredother relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date Time and receipt by receives such information, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution DateTime, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p) hereof11, 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) hereof14(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 DateTime, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofpracticable, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) ), to any holder of Rights who may so request from time to time prior to the Expiration DateTime. With respect to certificates evidencing the shares of Common Stock outstanding as of the Record Date, or issued which become outstanding subsequent to the Record Date, unless and until the Distribution Date shall occurTime, the Rights will be evidenced by the certificates for shares of Common Stock registered in the names of the holders of shares of Common Stock (or, in the case of uncertificated shares reflected on the direct registration systemof Common Stock, the notations in by the book-entry account system that evidences record ownership of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rightssuch shares). Until the earlier of the Distribution Date Time or the Expiration DateTime, the surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Common Stock) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date Time or the Expiration Date Time or, in certain circumstances provided in Section 22. hereof, after the Distribution DateTime. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in substantially the following form if form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement by and between Inspired Entertainment, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Rights Agent”) dated as of August 13, 2017, 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 offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 or which is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 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 record holders of book-entry shares, until the earlier of (i) the Distribution Date Time or (ii) the Expiration DateTime, the Rights associated with the such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone alone, or such registration in book-entry form, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rightscertificates or book entries. In the case of event the Company purchases or acquires any shares participating in the direct registration system, the Company shall cause the transfer agent for the of Common Stock to include on each direct registration account statement with respect thereto issued after the Record Date but prior to the Distribution Date a notation to the effect Time, any Rights associated with such shares shall be deemed cancelled and retired so that the Company will mail shall not be entitled to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of exercise any Rights associated with shares of Common StockStock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, may have certain validity or enforceability of any part of this Agreement or the rights thereunder. In the event that shares of any holder of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such sharesRights.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day 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 (10th) Business Day business day (or such later date as may be determined by action of the Board shall determineof Directors (but only if such action is approved by the affirmative vote of at least 80% of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person or an Adverse Party) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become be an Acquiring Person or an Adverse Party (the earlier of (i) and or (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of attached hereto as Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(i) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The After the Record Date, the Company will make available, as promptly as practicable following the date hereof, sent a copy of the a Summary of Rights Rights, in substantially the form attached hereto to the Rights Agreement dated as of January 16, 1999 as Exhibit C (the “"Summary of Rights”) "), by first-class, postage prepaid mail, to any 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. Attached hereto is an Amended and Restated Summary of Rights who may so request from time which the Company may, but shall not be required to, send to time prior to the Expiration Dateholders of its Common Stock. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock issued after the date hereof and prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between CHS Electronics, Inc. (the "Company") and Interwest Transfer Company, as Rights Agent (the "Rights Agent"), dated as of January 16, 1998, as amended and restated as of March 18, 1999 and as further amended and restated as of May 26, 1999 (the "Rights Agreement"), the terms of which are issued after hereby incorporated herein by reference and a copy of which is on file at the Exempt Time but prior to the earlier principal offices of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legendCompany. Under certain circumstances, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, as set forth in the Rights associated with the Common Stock represented by Agreement, such certificates shall Rights will be evidenced by such separate certificates alone and registered holders of Common Stock shall also will no longer be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the evidenced by this certificate. The Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company Agent will mail to the stockholder holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after the receipt of a written request therefor and that the recipient of the statementtherefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, as a holder of shares of Common StockRIGHTS ISSUED TO, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificatesOR HELD BY, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such sharesANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, AN ADVERSE PARTY OR ANY 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."
Appears in 1 contract
Samples: Preferred Stock Purchase Rights Agreement (CHS Electronics Inc)
Issuance of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business Business on the tenth (10th) 10th Business Day after the Stock Share Acquisition Date (or, if the tenth (10th) Business Day after the Stock Share Acquisition Date occurs before shall have occurred prior to the Record Date, the close Close of business Business on the 10th Business Day after the Record Date), or (ii) the close Close of business Business on the tenth (10th) 10th Business Day (or or, anything in Section 27 to the contrary notwithstanding, such later date other Business Day as may be determined by action of the Board shall determineprior to the occurrence of any Section 11(a)(ii) Event) after the date that a tender or exchange offer [(other than a Qualifying Offer)] of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Company, any employee benefit plan of the Company or intention of any Subsidiary of Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person (be the earlier Beneficial Owner of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the Common Stock registered in the names 15% or more of the holders of the Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, Company then outstanding or (iii) the Close of Business on the 10th Business Day after at least a majority of the members of the Board who are not officers of the Company shall confirm have determined, pursuant to the same criteria set forth in writing on or Section 11(a)(ii)(B), that any Person is an Adverse Person, including any such date which is after the date of this Agreement and prior to the next following Business Day. Until such notice is received by date of issuance of the Rights Agent(the earliest of the dates specified clauses (i), (ii) and (iii) being hereinafter called the "Distribution Date"), the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredshall be evidenced and be transferable only as provided in Section 3(b). As soon as practicable after the Distribution Date or, in the case of any shares of Common Stock of the Company which are issued or otherwise become outstanding after the Distribution Date and receipt prior to the earlier of the Redemption Date and the Final Expiration Date, including any shares of Common Stock issued by reason of the exercise of any option, warrant, right (other than the Rights) or conversion or exchange privilege contained in any option, warrant, right (other than the Rights) or convertible or exchangeable security issued by the Company prior to the Distri bution Date, unless the Board shall have expressly provided to the contrary at the time of issuance of any such option, warrant, right or convertible or exchangeable security, simultaneously with the issuance of stock certificates for such shares of Common Stock, the Company shall prepare and execute, the Rights Agent of notice of such occurrence, shall countersign and the Company shall deliver or cause to be delivered (or the Rights AgentAgent shall, if requested by the Company and provided with all necessary information and documentationrequested, willdeliver), subject to the following sentence, send by first-class, insuredclass mail, postage prepaid mail (or such other means as may be selected by prepaid, to each record holder of shares of Common Stock of the Company and not reasonably objected to by as of the Rights AgentClose of Business on the Distribution Date or, in the case of shares of Common Stock issued or otherwise becoming outstanding after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to each record holder of the shares of Common Stock as so being issued or becoming outstanding at the time of the close of business on the Distribution Datesuch occurrence, at the its last address of such holder then shown on the records registry books of the Company or the transfer agent or the registrar for the Common StockStock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, Certificates evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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 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 Rightsissued or becoming outstanding. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make availableOn the Record Date, or as promptly soon as practicable following thereafter, the date hereofCompany shall send a copy of the Summary of Rights, by first-class mail, postage prepaid, to each record holder of shares of Common Stock of the Company as of the Close of Business on the Record Date, at its last address shown on the registry books of the transfer agent for the Common Stock of the Company. Until the Distribution Date: no Rights Certificates shall be issued; each stock certificate for shares of Common Stock of the Company outstanding as of the Record Date, until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, shall be deemed also to constitute a certificate for the Rights associated with the shares represented thereby, together with a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) thereto; and the registered holders holder of the Common Stock such shares shall also be the registered holders holder of the associated Rights. Until the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, the surrender for transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer such stock certificate, with or without a copy of the Summary of Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreementattached thereto, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby.
(c) Any stock certificate for shares of Common Stock of the Company which shall be delivered by such certificates. Similarlyor on behalf of the Company (including, during such time periodswithout limitation, transfers stock certificates for shares of Common Stock which are reacquired by the Company and then transferred) after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall have impressed, printed or written thereon, or otherwise affixed thereto, the following legend:
(i) may be redeemed at a redemption price (subject to adjustment) of $.01 per Right or (ii) under certain circumstances, may be exchanged, in whole or in part, for shares participating of Common Stock of the Company at an exchange rate (subject to adjustment) of one share of Common Stock per Right, all as set forth in the direct registration system Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, Rights Beneficially Owned by a Restricted Person (as such terms are defined in the Rights Agreement), or by specified transferees from a Restricted Person, shall be or become void." Each stock certificate containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, shall be deemed also to constitute a certificate for the Rights associated with the shares represented thereby, and the registered holder of such shares shall also be deemed to be transfers the registered holder of the associated Rights. Until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, the surrender for transfer of any such stock certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. The omission of the foregoing legend shall not in any manner whatsoever affect the application or interpretation of Section 7(d).
(d) In the case of any shares participating in the direct registration system, event that the Company shall cause the transfer agent for the reacquire any shares of its Common Stock to include on each direct registration account statement with respect thereto issued after the Record Date and prior to the Distribution Date a notation to Date, the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of Rights associated with such shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed cancelled and retired, the Company not being entitled to refer to the notations in the book-entry accounts reflecting ownership exercise any Rights associated with shares of such sharesits Common Stock which are no longer outstanding.
Appears in 1 contract
Samples: Shareholders Rights Agreement (Midamerican Energy Holdings Co)
Issuance of Rights Certificates. (a) Upon the effective time of this Agreement, the number of Rights associated with each outstanding share of Common Stock shall be adjusted such that each outstanding share of Common Stock shall have associated with it one Right (instead of the number of Rights previously associated with each such share of Common Stock by reason of the Reverse Stock Split). Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock Stock[1] registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) Following the Record Date and the dates of the Original Agreement and the Amended Agreement, the Company made available, copies of a Summary of Rights, in substantially the forms attached to the Original Agreement and the Amended Agreement as Exhibit C thereto to any holder of Rights who may have so requested. The Company will make available, as promptly as practicable following November 14, 2017 (the date hereof“Subsequent Effective Date”), a copy of the a Summary of Rights To Purchase (as amended to comport with the terms of this Agreement), in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Rights Agreement
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day 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 (10th) Business Day day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”), (xDate"),(x) the Rights will be evidenced represented (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The As soon as practicable after Company promptly shall notify has notified the Rights Agent in writing upon of the occurrence of the Distribution Date and, if such notification is given orallyDate, the Company shall confirm will prepare and execute, and the same in writing on or prior Company will deliver to the next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by to be countersigned, which the Rights Agent of notice of such occurrenceshall do, and the Company (or the Rights Agent, if so requested by the Company in writing, and provided with a stockholder list and all necessary other relevant information and documentationwhich the Rights Agent may reasonably request) shall send or cause to be sent, will, subject to the following sentence, send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 represented solely by such Rights Certificates and may be transferred Certificates. The Company shall notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”") to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced represented by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend legend, substantially in substantially the following form if form: This certificate also represents and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Capstone Turbine Corporation (the "Company") and Mellon Investor Services LLC, as Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be represented by separate certificates are issued after the Exempt Time but prior and will no longer be represented by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced represented by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day day after the Stock Acquisition Date such date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day business day (or such later date as the Board shall determinemay be determined by a Majority Director Vote prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer [(other than a Qualifying Offer)] of the commencement by any Person (other than the 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) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules first public announcement of the intention of any Person (other than the 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, a tender or exchange offer the consummation of which would result in any Person becoming the beneficial owner of shares of Common Stock of the Company aggregating 15% or more of the then outstanding shares of Common Stock of the Company (including any such date which is after the date of this Agreement and Regulations under prior to the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person issuance of the Rights) (the earlier of such dates referred to in clauses (i) and (ii) of this sentence being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights (and the right to receive Rights Certificates) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date Date, the Company will prepare and receipt by execute, the Rights Agent of notice of such occurrencewill countersign, and the Company will send or cause to be sent (and the Rights Agent, if requested by the Company and provided with all necessary information and documentationrequested, will, subject to the following sentence, send will send) by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock of the Company as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificatescertificate(s), in substantially the form of attached hereto as Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as As promptly as practicable following the date hereofRecord Date, the Company will send a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”) "), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the transfer (or surrender for transfer) of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after outstanding on the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the with or without a Summary of Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsattached thereto, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system thereby.
(c) Rights shall also be deemed to be transfers issued (consistent with the provisions of subsection (a) of this Section 3) in respect of all shares of Common Stock of the associated Rights. In Company which are issued after the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued Record Date but prior to the earliest of the Distribution Date, the Redemption Date a notation or the Final Expiration Date. Certificates for shares of Common Stock (including, without limitation, any reacquired shares referred to in the last sentence of this Section 3(c)) which become outstanding after the Record Date but prior to the effect that 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 as set forth in a Rights Agreement between Pediatrix Medical Group, Inc. (the "Company") and BankBoston, N.A., as Rights Agent (the "Rights Agent"), dated as of March 31, 1999, as it may be amended from time to time (the "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 the Company. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the stockholder holder of this certificate a copy of the Agreement, as in effect on the date of mailing, without charge, promptly charge after the receipt of a written request therefor therefor. Under certain circumstances set forth in the Agreement, Rights issued to, or held or beneficially owned by, any Person who becomes an Acquiring Person (as such terms are defined in the Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, become null and that void." With respect to such certificate(s) containing the recipient foregoing legend, until the Distribution Date, the Rights associated with the Common Stock of the statementCompany represented by such certificate(s) shall be evidenced by such certificate(s) alone, as a holder and the surrender for transfer of any such certificate(s) shall also constitute the transfer of the Rights associated with the shares of Common Stock, may have certain rights thereunderStock of the Company represented thereby. In the event that shares the Company purchases or acquires any Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such reacquired Common Stock are not represented by certificates, references in this Agreement to certificates of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to refer to exercise any Rights associated with the notations in shares of Common Stock of the book-entry accounts reflecting ownership of such sharesCompany which are no longer outstanding.
Appears in 1 contract
Samples: Preferred Share Purchase Rights Plan (Pediatrix Medical Group Inc)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day (or such later date) 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 (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of the Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct if, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the balance indicated in the book entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration DateDate (as such term is defined in Section 7(a) hereof). With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, balances indicated in the case of shares reflected on the direct registration system, the notations in the book-book entry account system of the transfer agent for the Common Stock) Stock or, in the case of certificated shares, such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, and shall bear the following legends:
(i) Confirmation and account statements sent to holders of shares of Common Stock in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such book-entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear the following legend: The shares of Common Stock, par value $1.00 per share, of Forestar Real Estate Group Inc. (the “Company”) entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and the Rights Agent thereunder (the “Rights Agent”), dated as of December 11, 2007, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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 the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates 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 (as such term is defined in the Rights Agreement) 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights, and ) shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Forestar Real Estate Group Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”), dated as of December 11, 2007 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of 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 this 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 any 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 such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business Business on the tenth (10th) 10th Business Day after the Stock Share Acquisition Date (or, if the tenth (10th) Business Day after the Stock Share Acquisition Date occurs before shall have occurred prior to the Record Date, the close Close of business Business on the 10th Business Day after the Record Date), or (ii) the close Close of business Business on the tenth (10th) 10th Business Day (or or, anything in Section 27 to the contrary notwithstanding, such later date other Business Day as may be determined by action of the Board shall determineprior to the occurrence of any Section 11(a)(ii) Event) after the date that a tender or exchange offer [(other than a Qualifying Offer)] of the commencement by any Person (other than an Exempt Person) of, or the Company, any Subsidiary first public announcement of the Company, any employee benefit plan of the Company or intention of any Subsidiary of Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding, including any such date which is after the date of this Agreement and prior to the date of issuance of the Rights (the earlier earliest of the dates specified in clauses (i) and (ii) being herein referred to as hereinafter called the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only as provided in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CompanySection 3(b). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date or, in the case of any shares of Common Stock of the Company which are issued or otherwise become outstanding after the Distribution Date and receipt prior to the earlier of the Redemption Date and the Final Expiration Date, including any shares of Common Stock issued by reason of the exercise of any option, warrant, right (other than the Rights) or conversion or exchange privilege contained in any option, warrant, right (other than the Rights) or convertible or exchangeable security issued by the Company prior to the Distribution Date, unless the Board shall have expressly provided to the contrary at the time of issuance of any such option, warrant, right or convertible or exchangeable security, simultaneously with the issuance of stock certificates for such shares of Common Stock, the Company shall prepare and execute, the Rights Agent of notice of such occurrence, shall countersign and the Company shall deliver or cause to be delivered (or the Rights AgentAgent shall, if requested by the Company and provided with all necessary information and documentationrequested, willdeliver), subject to the following sentence, send by first-class, insuredclass mail, postage prepaid mail (or such other means as may be selected by prepaid, to each record holder of shares of Common Stock of the Company and not reasonably objected to by as of the Rights AgentClose of Business on the Distribution Date or, in the case of shares of Common Stock issued or otherwise becoming outstanding after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to each record holder of the shares of Common Stock as so being issued or becoming outstanding at the time of the close of business on the Distribution Datesuch occurrence, at the its last address of such holder then shown on the records registry books of the Company or the transfer agent or the registrar for the Common StockStock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, Certificates evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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 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 Rightsissued or becoming outstanding. As of and after the Distribution Date, the Rights will shall be evidenced evi- denced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make availableOn the Record Date, or as promptly soon as practicable following thereafter, the date hereofCompany shall send a copy of the Summary of Rights, by first-class mail, postage prepaid, to each record holder of shares of Common Stock of the Company as of the Close of Business on the Record Date, at its last address shown on the registry books of the transfer agent for the Common Stock of the Company. Until the Distribution Date, no Rights Certificates shall be issued; each stock certificate for shares of Common Stock of the Company outstanding as of the Record Date, until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, shall be deemed also to constitute a certificate for the Rights associated with the shares represented thereby, together with a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) thereto; and the registered holders holder of the Common Stock such shares shall also be the registered holders holder of the associated Rights. Until the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, the surrender for transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer such stock certificate, with or without a copy of the Summary of Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreementattached thereto, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. Similarly, during such time periods, transfers thereby.
(c) Any stock certificate for shares of shares participating in the direct registration system shall also be deemed to be transfers Common Stock of the associated Rights. In the case Company which shall be delivered by or on behalf of any shares participating in the direct registration system, the Company shall cause the transfer agent (including, without limitation, stock certificates for the shares of Common Stock to include on each direct registration account statement with respect thereto issued which are reacquired by the Company and then transferred) after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall have impressed, printed or written thereon, or otherwise affixed thereto, the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement dated as of ______________, 1997 (the "Rights Agreement") between Home Products International Inc. (the "Company") and [Rights Agent], as Rights Agent, the terms, provisions and conditions of which are incorporated herein by reference and made a notation to part hereof. The Rights Agreement is on file at the effect that principal office of Company and the principal office of such Rights Agent, and Company will mail to the stockholder holder of this certificate a copy of the Agreement, as in effect on the date of mailing, without charge, promptly charge after receipt of a written request therefor therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and that will no longer be evidenced by this certificate. Under certain circumstances, as set forth in the recipient Rights Agreement, Rights Beneficially Owned by a Restricted Person (as such terms are defined in the Rights Agreement), or by specified transferees from a Restricted Person, shall be or may become void." Each stock certificate containing the foregoing legend, until the earliest of the statementDistribution Date, as the Redemption Date and the Final Expiration Date, shall be deemed also to constitute a certificate for the Rights associated with the shares represented thereby, and the registered holder of such shares shall also be the registered holder of the associated Rights. Until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, the surrender for transfer of any such stock certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock, may have certain rights thereunderStock represented thereby. The omission of the foregoing legend shall not in any manner whatsoever affect the application or interpretation of Section 7(d).
(d) In the event that the Company shall reacquire any shares of the its Common Stock are not represented by certificatesafter the Record Date and prior to the Distribution Date, references in this Agreement to certificates the Rights associated with such shares shall be deemed canceled and retired, the Company not being entitled to refer to the notations in the book-entry accounts reflecting ownership exercise any Rights associated with shares of such sharesits Common Stock which are no longer outstanding.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day (or such later date as the Board shall determine) after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person, in either instance other than pursuant to a Qualified Offer, or (iii) the close of business on the tenth Business Day (or such later date as the board shall determine) after the Board determines that a Person is an Adverse Person (the earlier of (i) and ), (ii) or (iii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”) "), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Renewed Rights Agreement between LSB Corporation (the "Company") and the Rights Agent thereunder (the "Rights Agent") dated as of November 17, 2005 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of 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 this 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, an Adverse Person or any 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 such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Renewed Rights Agreement (LSB Corp)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day (10thor such later date as may be determined by action of a majority of the Board of Directors) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business Day day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by action of a majority of the Board shall determineof Directors then in office) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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 employee benefit plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company shall promptly shall 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 Business Dayfollowing. 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. As soon as practicable after the Distribution Date Date, and receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights 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, as As promptly as practicable following the date hereofRecord Date, the Company will send a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”) "), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration 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. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company's employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between CKE Restaurants, Inc., a Delaware corporation (the "Company") and Mellon Investor Services LLC, as Rights Agent (the "Rights Agent"), dated as of October 10, 2005 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, event that the Company shall cause the transfer agent for the purchases or acquires any Common Stock to include on each direct registration account statement with respect thereto issued after the Record Date but prior to the Distribution Date a notation to the effect Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company will mail shall not be entitled to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of exercise any Rights associated with the Common Stock which are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such sharesno longer outstanding.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board of Directors before the occurrence of a Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determineof Directors before the occurrence of a Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and paragraph (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent will send, at the expense of notice of such occurrencethe Company, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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 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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights 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, as promptly as practicable following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.the
Appears in 1 contract
Samples: Shareholder Rights Agreement (Citizens Bancshares Inc /Oh/)
Issuance of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business Business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (such specified or such unspecified later date on or after the Record Date as may be determined by action of a majority of the Board shall determine) Continuing Directors, after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become be the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding or (iii) immediately after the occurrence of an Acquiring Adverse Person Event (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(pll(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as As promptly as practicable following the date hereofRecord Date, the Company will send a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”) "), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration 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. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances Date. Rights shall also be issued to the extent provided in Section 22. hereof, 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Houghton Mifflin Company (the "Company") and The First National Bank of Boston (the "Rights Agent") dated as of December 9, 1988 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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, an Adverse Person or any 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. 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 Expiration Date: exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced represented (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 represented solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”") to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced represented by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: This certificate also represents and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Essex Property Trust, Inc. (the "Company") and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be represented by separate certificates are issued after the Exempt Time but prior and will no longer be represented by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced represented by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day (or such later date) 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 (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of the Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct if, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the balance indicated in the book entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration DateDate (as such term is defined in Section 7(a) hereof). With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, balances indicated in the case of shares reflected on the direct registration system, the notations in the book-book entry account system of the transfer agent for the Common Stock) Stock or, in the case of certificated shares, such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, and shall bear the following legends:
(i) Confirmation and account statements sent to holders of shares of Common Stock in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such book-entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear the following legend: The shares of Common Stock, par value $1.00 per share, of Guaranty Financial Group Inc. (the “Company”) entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and the Rights Agent thereunder (the “Rights Agent”), dated as of [ ], 2007, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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 the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates 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 (as such term is defined in the Rights Agreement) 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights, and ) shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Guaranty Financial Group Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”), dated as of [ ], 2007 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of 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 this 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 any 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 such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if if, upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-first class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(n) 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.(a14(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 Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasurytreasury or transferred to third parties by wholly owned Subsidiaries of the Company) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.:
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of eighteen percent (18%) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution ------------ Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph ---- (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights ------ Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, ------------ subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereof, available a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”) "), ----------------- to any holder of Rights who may so request from time to time prior to the Expiration Datetime. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or which were issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury's treasury and expressly including all of the shares issued upon the conversion of common stock of EEX into Common Stock in the EEX Merger) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Rights Agent will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Rights Agreement (Lone Star Energy Plant Operations Inc)
Issuance of Rights Certificates. (a) Until the earlier of ------------------------------- (i) the close of business on the tenth (10th) Business Day day after the Stock Share Acquisition Date (or, if the tenth (10th) Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close of business on the tenth (10th) 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 shall determinebecome an Acquiring Person) after the date that a tender or exchange offer [of (other than a Qualifying Offer)] x) the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by entity holding shares of Common Stock of the Company for or pursuant to the terms of any such plan) is of, or (y) the first published or sent or given within the meaning of Rule 14d-2(a) public announcement of the General Rules intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding such shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of such shares of Common Stock aggregating fifteen percent (15%) or more of such shares of Common Stock then outstanding, including any such date which is after the date of this Agreement and Regulations under prior to the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person issuance of the Rights (the earlier of clause (i) and (ii) being herein referred to as hereinafter called the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (33(b)) by the certificates evidencing the Common Stock registered in the names for shares of the holders of the Common Stock (which certificates evidencing the Common Stock shall also be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)Rights Certificates, and (y) the right to receive Rights will Certificates shall be transferable only in connection with the transfer of the underlying such shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredStock. As soon as practicable after the Distribution Date or, with respect to any such shares of Common Stock issued on or after the Distribution Date and receipt prior to the earlier of the Redemption Date and the Final Expiration Date by reason of the exercise of any option, warrant, right or conversion or exchange privilege contained in any option, warrant, right or convertible or exchangeable security (other than the Rights) issued by the Company prior to the Distribution Date, unless the Company's Board of Directors shall expressly provide to the contrary at the time of the issuance of any such option, warrant, right or convertible or exchangeable security, simultaneously with the issuance of such shares of Common Stock, the Company shall prepare and execute, the Rights Agent of notice of such occurrence, shall countersign and the Company shall send or cause to be sent (or the Rights AgentAgent will, if requested requested, send, at the Company's expense), by the Company and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insuredfirst class mail, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)prepaid, to each record holder of the such shares of Common Stock as of the close Close of business Business on the Distribution DateDate or, with respect to shares of Common Stock issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such shares of Common Stock on the date of issuance, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, a Rights Certificate in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each such --------- share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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 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 shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make availableOn the Record Date, or as promptly soon as practicable following thereafter, the date hereof, Company shall send a copy of the Summary of Rights to Purchase Series A Junior Participating Preferred Stock, in substantially the form attached hereto as of Exhibit C hereto --------- (the “"Summary of Rights”) "), by first class mail, postage prepaid, to any each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the shares of Common Stock of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. Certificates for shares of Common Stock of the Company outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, shall occur, the Rights will be evidenced by the deemed also to constitute certificates for the Rights associated with the shares of Common Stock (orrepresented by such certificates, in the case of shares reflected on the direct registration system, the notations in the book-entry account system together with a copy of the transfer agent for the Common Stock) Summary of Rights attached thereto, and the registered holders of the shares of Common Stock represented thereby shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the earlier of the Redemption Date and the Final Expiration Date, the surrender for transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer such certificate, with or without a copy of the Summary of Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreementattached thereto, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby.
(c) Certificates for shares of Common Stock of the Company which become outstanding (including, without limitation, shares of Common Stock referred to in the last sentence of this subsection (c) which shall be subsequently reissued) after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall also be deemed to constitute certificates for the Rights, but shall have impressed, printed or written thereon, or otherwise affixed thereto, the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of February 6, 2001 (the "Rights Agreement"), by and between Horizon Pharmacies, Inc. and Computershare Investor Services, LLC, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Horizon Pharmacies, 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. Horizon Pharmacies, 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 described 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 any subsequent holder, may become null and void. Certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date and the Final Expiration Date, shall also be deemed to constitute certificates for the Rights associated with the shares of Common Stock represented by such certificates. Similarly, during and the surrender for transfer of any such time periods, transfers of shares participating in the direct registration system certificate shall also be deemed to be transfers constitute the transfer of the Rights associated Rights. In with the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunderStock represented thereby. In the event that the Company shall purchase or acquire any of its shares of the Common Stock are not represented by certificatesafter the Record Date but prior to the Distribution Date, references in this Agreement to certificates any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to refer to the notations in the book-entry accounts reflecting ownership exercise any Rights associated with shares of such sharesCommon Stock which are no longer outstanding.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the Rights) and not by separate certificates (or, for uncertificated shares participating registered in the direct registration systembook entry form, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company in writing and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent), to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). 11(a)(ii) Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, (with prompt written notice of the same to the Rights Agent), to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a4(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights 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, as promptly as practicable following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. 23 hereof or an exchange pursuant to Section 24. 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Tax Benefits Preservation Plan between Acacia Research Corporation (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent) (the “Rights Agent”) dated as of March 16, 2019 as it may be supplemented, amended or restated from time to time (the “Tax Benefits Preservation Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Tax Benefits Preservation Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Tax Benefits Preservation Plan, 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 Tax Benefits Preservation Plan, 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 Tax Benefits Preservation Plan), 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 (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the this Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (Acacia Research Corp)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day 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 (10th) Business Day (or such later date as the Board of Directors shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur(or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or the Expiration Dateearlier redemption, expiration or termination of the Rights), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date orredemption, in certain circumstances provided in Section 22expiration or termination of the Rights. hereof, Certificates for Common Stock issued after the Record Date but prior to the Distribution Date. Certificates Date (or the earlier redemption, expiration or termination of the Rights) representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Datelegend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN NEW FRONTIER MEDIA, INC. (THE “COMPANY”) AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF 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 THIS 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 ANY 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 such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) the Expiration Dateearlier redemption, 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 registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day day after the Stock Acquisition Date such date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day business day (or such later date as may be determined by the Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer [(other than a Qualifying Offer)] of the commencement by any Person (other than the 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) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules first public announcement of the intention of any Person (other than the 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, a tender or exchange offer the consummation of which would result in any Person becoming the beneficial owner of shares of Common Stock of the Company aggregating 15% or more of the then outstanding shares of Common Stock of the Company (including any such date which is after the date of this Agreement and Regulations under prior to the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person issuance of the Rights) (the earlier of such dates referred to in clauses (i) and (ii) of this sentence being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights (and the right to receive Rights Certificates) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date Date, the Company will prepare and receipt by execute, the Rights Agent of notice of such occurrencewill countersign, and the Company will send or cause to be sent (and the Rights Agent, if requested by the Company and provided with all necessary information and documentationrequested, will, subject to the following sentence, send will send) by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock of the Company as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificatescertificate(s), in substantially the form of Exhibit attached hereto as EXHIBIT B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as As promptly as practicable following the date hereofRecord Date, the Company will send a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit EXHIBIT C (the “"Summary of Rights”) "), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the transfer (or surrender for transfer) of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after outstanding on the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the with or without a Summary of Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsattached thereto, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system thereby.
(c) Rights shall also be deemed to be transfers issued (consistent with the provisions of subsection (a) of this Section 3) in respect of all shares of Common Stock of the associated Rights. In Company which are issued after the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued Record Date but prior to the earliest of the Distribution Date, the Redemption Date a notation or the Final Expiration Date. Certificates for shares of Common Stock (including, without limitation, any reacquired shares referred to in the last sentence of this Section 3(c)) which become outstanding after the Record Date but prior to the effect that 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 as set forth in a Rights Agreement between AmeriPath, Inc. (the "Company") and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), dated as of April 8, 1999, as it may be amended from time to time (the "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 the Company. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the stockholder holder of this certificate a copy of the Agreement, as in effect on the date of mailing, without charge, promptly charge after the receipt of a written request therefor therefor. Under certain circumstances set forth in the Agreement, Rights issued to, or held or beneficially owned by, any Person who becomes an Acquiring Person (as such terms are defined in the Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, become null and that void." With respect to such certificate(s) containing the recipient foregoing legend, until the Distribution Date, the Rights associated with the Common Stock of the statementCompany represented by such certificate(s) shall be evidenced by such certificate(s) alone, as a holder and the surrender for transfer of any such certificate(s) shall also constitute the transfer of the Rights associated with the shares of Common Stock, may have certain rights thereunderStock of the Company represented thereby. In the event that shares the Company purchases or acquires any Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such reacquired Common Stock are not represented by certificates, references in this Agreement to certificates of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to refer to exercise any Rights associated with the notations in shares of Common Stock of the book-entry accounts reflecting ownership of such sharesCompany which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Ameripath Inc)
Issuance of Rights Certificates. (a) Until On the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Record Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by the Rights Agent of notice of such occurrencethereafter), the Rights AgentCorporation shall send a copy of a Summary of Rights, if requested in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by the Company and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insuredfirst class mail, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)prepaid, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Record Date, at the address of such holder then shown on the records of the Company 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 such earlier or later date (not beyond the thirtieth day after the Stock Acquisition 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 the transfer agent first public announcement of the intent of any Person 6 - RIGHTS AGREEMENT (other than an Exempt Person) to commence (which intention to commence remains in effect for five 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 then outstanding shares of Voting Stock of the Corporation (irrespective of whether any shares are actually purchased pursuant to any such offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced by the Book-Entries representing, or certificates for, Common Stock registered in the name of the holders of Common Stock (together with, in the case of Book-Entries representing, or the registrar for certificates for, Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Book-Entries or Rights Certificates and the record holders of the Common Stock represented by such Book-Entries or certificates shall be the record holders of the Rights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock, one including a transfer to the Corporation (subject to adjustment as hereinafter provided); provided, however, that if a tender or more rights certificatesexchange offer is terminated or, if, notwithstanding the announcement by any Person (other than an Exempt Person) of the intent to commence a tender or exchange offer as described in (ii) above, no such tender or exchange offer is in fact commenced prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer or such announcement of the intent to commence a tender offer. Until the Distribution Date (or, if earlier, the Expiration Date), transfer on the Corporation's registration system of any Common Stock represented by a Book-Entry or 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, 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 earlier of the Distribution Date or the Expiration Date and, in substantially certain circumstances provided in Section 22, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, dispensation from the Corporation's treasury or transfer or exchange of Common Stock) that become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date (or, in certain circumstances as provided in Section 22, after the Distribution 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 Oregon Steel Mill, Inc. (the "Corporation") and ChaseMellon Shareholder Services, LLC (the "Rights Agent"), dated as of December 23, 1999, as 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 offices of the Corporation. 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. The 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. With respect to the 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 of Common Stock 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.
(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 and provided with all necessary information, 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 Corporation, at the address of such holder shown on such records, a certificate in the form of Exhibit B hereto provided by Section 4 (the “a "Rights Certificates”Certificate"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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 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 shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof.
(be) The Company will make availableIn addition, as promptly as practicable in connection with the issuance or sale of shares of Common Stock following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time Distribution Date and prior to the Expiration Date. With , the Corporation (i) shall, with respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been so issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything or sold (x) pursuant to the contrary set forth in this Agreement, exercise of stock options or under any employee plan or arrangement or (y) upon the effectiveness exercise, conversion or exchange of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, other securities issued by the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued Corporation prior to the Distribution Date a notation and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Corporation, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall be issued if, and to the effect extent that, (A) the Corporation shall be advised by counsel that the Company will mail such issuance would create a significant risk of material adverse tax consequences to the stockholder a copy Corporation or the Person to whom such Rights Certificate would be issued and (B) appropriate adjustment shall otherwise have been made in lieu of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such sharesissuance thereof.
Appears in 1 contract
Issuance of Rights Certificates. (aSection. The first sentence of Section 3(a) of the Agreement is hereby amended in its entirety to read as follows: Until the earlier of (i) the close of business on the tenth (10th) Business Day twentieth day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day twentieth day (or such later date as may be determined by action of the Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person; provided, however, that no deferral of a Distribution Date by the Board of Directors pursuant to this clause (ii) may be made at any time during the Special Period) after the date that a tender commencement of, or exchange offer [(other than a Qualifying Offer)] by first public announcement of the intent of any Person (other than the Company, Company or any Subsidiary of the Company, its subsidiaries or any employee benefit plan of the Company or of any Subsidiary subsidiary of the Company, Company or any Person organized, appointed or established as trustee by the Company for or such subsidiary pursuant to the terms of any such planplan in such Person's capacity as trustee) is first published or sent or given within the meaning to commence, a tender of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Actexchange offer, if upon consummation thereofthereof such Person, together with all Affiliates and Associates of such Person Person, would become an Acquiring Person be the Beneficial Owner of shares of Common Stock and/or other securities representing 25% or more of the Voting Power (the earlier of (i) such days, including any such day which is after the date of this Agreement and (ii) prior to the Record Date, being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock of the Company registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the RightsRight Certificates) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent), to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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 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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights 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, as promptly as practicable following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter2.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as may be determined by action of the Board shall determineprior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall notify give the Rights Agent in writing upon notice upon, or, to the extent practicable, prior to, 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 next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredDate. As soon as practicable after the Distribution Date and receipt by of notice of the Distribution Date from the Company, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to at the following sentenceCompany's expense, send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights 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, as promptly as practicable following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.of
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day (10thor such later date as may be determined by action of a majority of the Board of Directors) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business Day day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by action of a majority of the Board shall determineof Directors then in office) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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 employee benefit plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of more than twenty-five percent (25%) of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company shall promptly shall 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 Business Dayfollowing. 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. As soon as practicable after the Distribution Date Date, and receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights 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, as As promptly as practicable following the date hereofRecord Date, the Company will send a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) ), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration 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. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between The Coast Distribution System, Inc., a Delaware corporation (the “Company”) and U.S. Stock Transfer Corporation, a California corporation, as Rights Agent (the “Rights Agent”), dated as of February 3, 2006 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, event that the Company shall cause the transfer agent for the purchases or acquires any Common Stock to include on each direct registration account statement with respect thereto issued after the Record Date but prior to the Distribution Date a notation to the effect Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company will mail shall not be entitled to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of exercise any Rights associated with the Common Stock which are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such sharesno longer outstanding.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, or 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) 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, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereof, available a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”) "), to any holder of Rights who may so request from time to time prior to the Expiration Datetime. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, Date or which were issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as hereinafter defined), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend (or the legend required under the 1989 Agreement): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Orion Capital Corporation (the "Company") and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legendlegend (or the legend required under the 1989 Agreement), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Share Acquisition Date (or, if the tenth (10th) Business Day after the Stock Share Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates evidencing the Common Stock Shares shall be deemed also to be certificates evidencing the Rights) and not by separate certificates (or, for shares participating in the a direct registration system, by notations in the respective book entry accounts for the such Common StockShares), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent), to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockShares, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a5(a) hereof, evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). 11(a)(ii) Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common StockShares, and the holders of such Rights 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, as promptly as practicable following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock Shares outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock Shares (or, in the case of shares reflected on the a direct registration system, the notations in the book-entry account system of the transfer agent for the Common StockShares) and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockShares. Notwithstanding anything to the contrary set forth in this AgreementPlan, upon the effectiveness of a redemption pursuant to Section 23. 23 hereof or an exchange pursuant to Section 24. 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock Shares (including any shares of Common Stock Shares issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Shares shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the a direct registration system, the Company shall cause the transfer agent for the Common Stock Shares to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder shareholder a copy of the AgreementPlan, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common StockShares, may have certain rights thereunder. In the event that shares of the any Common Stock Shares are not represented by certificates, references in this Agreement Plan to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Tax Benefits Preservation Rights Plan (Sunlink Health Systems Inc)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified date as may be determined by the Board before the occurrence of a Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of a Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) Section 335.502 of the General Rules and Regulations under of the Exchange ActFDIC, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of more than 10% of the Common Stock of the Company then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock of the Company registered in the names of the holders of the Common Stock of the Company either with the Summary of Rights attached or bearing the legend set forth in Section 3(c) hereof (which certificates evidencing the for Common Stock of the Company shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, certificates substantially in substantially the form of attached hereto as Exhibit B hereto (the “"Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a") hereof, evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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.(p11(i) 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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights 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, as promptly as practicable following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.of
Appears in 1 contract
Samples: Rights Agreement (LSB Corp)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) 10th Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) 10th Business Day (or such later date) after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close of business on the tenth (10th) 10th Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of the Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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, or any Sponsor) 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, if if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and or (c) of this Section (3)) by the balances indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations balances indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, such certificates for the Common Stock) , and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, and shall bear the following legends:
(i) Confirmation and account statements sent to holders of shares of Common Stock in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such book-entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear the following legend: The shares of Common Stock, par value $0.01 per share, of Maxum Petroleum Holdings, Inc. (the “Company”) entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and the Rights Agent thereunder (the “Rights Agent”) dated as of [•], 2008, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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 the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates 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 (as such term is defined in the Rights Agreement) 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (A) the Distribution Date or (B) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights, and ) shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Maxum Petroleum Holdings, Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of [•], 2008, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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. The Rights Agent 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 beneficially owned (as such term is defined in the Rights Agreement) 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), 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 (iA) the Distribution Date or (iiB) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board of Directors shall determine, PROVIDED, HOWEVER, that no deferral of a Distribution Date by the Board of Directors pursuant to this clause (ii) may be made at any time during the Special Period) after the date that of the commencement of a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, or any successor provision thereto, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer, (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”") to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until Date but prior to the earlier of the Distribution Date shall occuror the Expiration Date, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Compaq Computer Corporation (the "Company") and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Rights Agent will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board of Directors before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day (or such later date) 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 (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determineof Directors before the occurrence of the Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct if, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the balance indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration DateDate (as such term is defined in Section 7(a) hereof). With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations balances indicated in the book-entry account system of the transfer agent for the Common Stock) Stock or, in the case of certificated shares, such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, and shall bear the following legends:
(i) Confirmation and account statements sent to holders of shares of Common Stock in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such book-entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear the following legend: The shares of Common Stock, par value $0.01 per share, of Celera Corporation (the “Company”) entitle the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and the Rights Agent thereunder (the “Rights Agent”), dated as of ·, 2008, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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 the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates 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 (as such term is defined in the Rights Agreement) 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights, and ) shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Celera Corporation (the “Company”) and the Rights Agent thereunder (the “Rights Agent”), dated as of ·, 2008 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of 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 this 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 any 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 such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Rights Agreement (Celera CORP)
Issuance of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender offer or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct following the date hereof, if upon consummation thereof, such Person would become an Acquiring Person, or (iii) immediately prior to the acceptance for payment of the Common Stock tendered pursuant to any tender offer or exchange offer commenced by or on behalf of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) prior to, and pending as of, the date hereof, if upon consummation thereof, such Person would become an Acquiring Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by the Rights Agent of notice of such occurrenceDate, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, but subject to the following sentence, the Rights Agent will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent), to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Triggering Event under Section 11.(a)(ii). Event 11(a)(ii) hereof has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C hereto (the “Summary of Rights”) ), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-book entry account system of the transfer agent for the Common Stockaccount) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. 23 hereof or an exchange pursuant to Section 24. 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Oshkosh Corporation, a Wisconsin corporation (the “Company”), and the Rights Agent thereunder, as originally executed and as it may be amended or restated 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 offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, the Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this 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 any 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 such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that references to Common Stock also includes the Company will mail to associated Rights. To the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event extent that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-book entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Rights Agreement (Oshkosh Corp)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day (or such later date) 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 (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of the Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct if, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the balance indicated in the book entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration DateDate (as such term is defined in Section 7(a) hereof). With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, balances indicated in the case of shares reflected on the direct registration system, the notations in the book-book entry account system of the transfer agent for the Common Stock) Stock or, in the case of certificated shares, such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, and shall bear the following legends:
(i) Confirmation and account statements sent to holders of shares of Common Stock in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such book-entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear the following legend: The shares of Common Stock, par value $1.00 per share, of Forestar Real Estate Group Inc. (the “Company”) entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and the Rights Agent thereunder (the “Rights Agent”), dated as of [ ], 2007, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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 the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates 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 (as such term is defined in the Rights Agreement) 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights, and ) shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Forestar Real Estate Group Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”), dated as of [ ], 2007 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of 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 this 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 any 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 such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”") to any holder of Rights who may so request from time to time prior to the Expiration DateDate (as such term is defined in Section 7(a) hereof). With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Cyber Dialogue Inc. (the "Company") and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of a Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day (or such later date) after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of a Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) 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, Act if upon consummation thereof, thereof such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the Common Stock of the Company then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, substantially in substantially the form of attached hereto as Exhibit B hereto A (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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.(p11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights, but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make availablesent a copy of a Summary of Rights, in substantially the form attached as Exhibit B to the 1988 Agreement (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on September 26, 1988, at the address of such holder then shown on the records of the Company. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, as promptly as practicable following set forth in paragraph (a) above, until the date hereofearlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by (i) such certificates for the Common Stock of the Company with or without a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C or (the “Summary of Rights”ii) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for Company as legended pursuant to the Common Stock) terms of the 1988 Agreement, and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock of the Company in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to Stock of the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafterCompany.
(c) Rights shall be issued in respect of all shares of Common Stock that of the Company which are issued (whether originally issued or delivered transferred from the Company’s treasury) 's treasury after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date orand, in certain circumstances to the extent provided in Section 22. 22 hereof, in respect of shares of Common Stock of the Company issued or transferred from the Company's treasury after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock of the Company shall also be deemed to be certificates for Rights, and shall shall, as promptly as practicable following the Record Date, bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Renewed Rights Agreement between Enesco Group, Inc. (the "Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") dated as of July 22, 1998, as the same may be amended, restated, renewed or extended 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 offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 (as such term is defined in the Rights Agreement) 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), whether currently held by or on behalf of such Person or by any subsequent holder, may 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 Expiration Date: exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates 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 Company represented by such certificates shall be evidenced by such certificates alone alone, and registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such sharesSection 4.
Appears in 1 contract
Samples: Rights Agreement (Enesco Group Inc)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day twentieth day after the Stock Acquisition Date (or, if the tenth (10th) Business Day twentieth 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 (10th) Business Day twentieth day (or such specified or unspecified later date as the Board shall determine, PROVIDED, HOWEVER, that no deferral of a Distribution Date by the Board pursuant to this clause (ii) may be made at any time during the Special Period) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) is first published or sent or given within the meaning of Rule 14d-2(a14d-2 (a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent will send at the expense of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, substantially in substantially the form of Exhibit B EXHIBIT A hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional rights, but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The As soon as practicable after the Record Date, the Company will make available, as promptly as practicable following the date hereof, send a copy of the a Summary of Rights Rights, substantially in substantially the form attached hereto as Exhibit C EXHIBIT B (the “"Summary of Rights”) "), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to Common Stock as of the Expiration close of business on the Record Date, at the address of such holder then shown on the records of the Company. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to as set forth in paragraph (a) above, until the Record Date, unless and until earlier of the Distribution Date shall occuror the Expiration Date, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system with or without a copy of the transfer agent for the Common Stock) Summary of Rights attached, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date orDate, in certain circumstances and to the extent provided in Section 22. 22 hereof, in respect of shares of Common Stock issued after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall shall, as promptly as practicable following the Record Date, bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Datelegend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN FIRST MID-ILLINOIS BANCSHARES, INC. (THE "COMPANY") AND THE RIGHTS AGENT THEREUNDER, DATED AS OF SEPTEMBER 21, 1999, AS THE SAME MAY BE AMENDED, RESTATED, RENEWED OR EXTENDED 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 OFFICES OF 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 THIS 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 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 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Rights Agreement (First Mid Illinois Bancshares Inc)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board The Rights shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)Section) by the certificates evidencing the for shares of Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for shares of Common Stock also shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates until the earliest of (such date being hereinafter the "Distribution Date"):
(i) The Close of Business on the tenth Business Day after the Share Acquisition Date (or, for shares participating if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day after the Record Date);
(ii) The Close of Business on the tenth Business Day (or such other Business Day as may be determined, in the direct registration systemcompliance with this Agreement, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer action of the underlying Board) after the date of the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon the consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding; and
(including iii) The Close of Business on the tenth Business Day after at least a transfer to majority of the CompanyDisinterested Directors who are not officers of the Company shall have determined that a Person is an "Adverse Person" (as hereinafter defined). The Company promptly Such date shall notify be referred to herein as the Rights Agent "Distribution Date"; provided, however, that if any tender or exchange offer referred to in writing upon the occurrence of Section 2.1(a)(ii) is cancelled, terminated or otherwise withdrawn prior to the Distribution Date andwithout the purchase of any Common Stock pursuant thereto, if such notification is given orally, offer shall be deemed for the Company shall confirm purposes of the same in writing on definition of "Distribution Date" never to have been commenced or prior to the next following Business Day. 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. publicly announced.
(b) As soon as practicable after the Distribution Date (or, in the case of any shares of Common Stock of the Company which are issued or otherwise become outstanding after the Distribution Date and receipt prior to the Final Expiration Date, including any shares of Common Stock issued by reason of the exercise of any option, warrant, right (other than the Rights) or conversion or exchange privilege contained in any option, warrant, right (other than the Rights) or convertible or exchangeable security issued by the Company prior to the Distribution Date, unless the Board shall have expressly provided to the contrary at the time of issuance of any such option, warrant, right or convertible or exchangeable security, simultaneously with the issuance of stock certificates for such shares of Common Stock), the Company shall prepare and execute, the Rights Agent of notice of such occurrence, shall countersign and the Company shall deliver or cause to be delivered or the Rights AgentAgent shall, if requested by the Company and provided with all necessary information and documentationrequested, willdeliver, subject to the following sentence, send by first-class, insuredclass mail, postage prepaid mail (or such other means as may be selected by prepaid, to each record holder of shares of Common Stock of the Company and not reasonably objected to by as of the Rights AgentClose of Business on the Distribution Date or, in the case of shares of Common Stock issued or otherwise becoming outstanding after the Distribution Date (unless otherwise provided), to each record holder of the shares of Common Stock as so being issued or becoming outstanding at the time of the close of business on the Distribution Datesuch occurrence, at the record holder's last address of such holder then shown on the records registry books of the Company or the transfer agent or the registrar for the Common StockStock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, Certificates evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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 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 Rightsissued or becoming outstanding. As of and after the Distribution Date, the Rights will shall be evidenced solely by such the Rights Certificates and may be transferred by Certificates.
(c) On the transfer Record Date, or as soon as practicable thereafter, the Company shall send a copy of the Rights Certificates as permitted herebySummary of Rights, separately and apart from any transfer by first-class mail, postage prepaid, to each record holder of one or more shares of Common StockStock of the Company as of the Close of Business on the Record Date, and the holders of at such Rights Certificates record holder's last address as listed in shown by the records of the Company.
(d) Until the Distribution Date, no Rights Certificates shall be issued. Each stock certificate for shares of Common Stock of the Company or any transfer agent or registrar outstanding as of the Record Date, until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, shall be deemed also to constitute a certificate for the Rights shall be associated with the record holders thereof.
(b) The Company will make availableshares represented thereby, as promptly as practicable following the date hereof, together with a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) thereto and the registered holders holder of the Common Stock such shares also shall also be the registered holders holder of the associated Rights. Until the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, the surrender for transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer such stock certificate, with or without a copy of the Summary of Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreementattached thereto, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. Similarly, during such time periods, transfers thereby.
(e) Any stock certificate for shares of shares participating in the direct registration system shall also be deemed to be transfers Common Stock of the associated Rights. In the case Company which shall be delivered by or on behalf of any shares participating in the direct registration system, the Company shall cause the transfer agent (including, without limitation, stock certificates for the shares of Common Stock to include on each direct registration account statement with respect thereto issued which are reacquired by the Company and then transferred) after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall have impressed, printed or written thereon, or otherwise affixed thereto, the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Shareholder Rights Agreement dated as of September 25, 1997 (the "Rights Agreement") between St. Franxxx Capital Corporation and Firstar Trust Co., as Rights Agent, the terms, provisions and conditions of which are incorporated herein by reference and made a notation to part hereof. The Rights Agreement is on file at the effect that principal office of the Company Rights Agent, and the Rights Agent will mail to the stockholder holder of this certificate a copy of the Agreement, as in effect on the date of mailing, without charge, promptly charge after receipt of a written request therefor therefor. Under certain circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and that will no longer be evidenced by this certificate. Under certain circumstances set forth in the recipient Rights Agreement, the Rights may be redeemed at a redemption price (subject to adjustment) of the statement$.01 per Right, as a holder of may be exchanged, in whole or in part, for shares of Common StockStock at an exchange rate (subject to adjustment) of one share of Common Stock per Right or may become exercisable for securities or assets of the Company or another entity. Under certain circumstances set forth in the Rights Agreement, may have Rights Beneficially Owned by a Restricted Person (as such terms are defined in the Rights Agreement) or by certain rights thereundertransferees from a Restricted Person, shall be or become void." Each stock certificate containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, shall be deemed also to constitute a certificate for the Rights associated with the shares represented thereby, and the registered holder of such shares also shall be the registered holder of the associated Rights. The omission of the foregoing legend shall not in any manner whatsoever affect the application or interpretation of Section 2.5(c).
(f) In the event that the Company shall reacquire any shares of the its Common Stock are not represented by certificatesafter the Record Date and prior to the Distribution Date, references in this Agreement to certificates the Rights associated with such shares shall be deemed cancelled and retired, the Company not being entitled to refer to the notations in the book-entry accounts reflecting ownership exercise any Rights associated with shares of such sharesits Common Stock which are no longer outstanding.
Appears in 1 contract
Samples: Shareholder Rights Agreement (St Francis Capital Corp)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company that holds Common Stock for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent), to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). 11(a)(ii) Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights Certificates are received by Persons whose Rights would be null and void under Section 7.(e7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights 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, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. 23 hereof or an exchange pursuant to Section 24. 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Core Molding Technologies, Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of April 21, 2020, as originally executed and as it may be amended or restated 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 offices of 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 this 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 any Affiliate or Associate thereof or any Person with whom such Person was or is Acting in Concert (or any 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 such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) 10th Business Day after the Stock Acquisition Date (or, if the tenth (10th) 10th Business Day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date) (or, in the event the Board determines before the Close of Business on such day to effect an exchange in accordance with Section 24 and determines in accordance with Section 24 that a later date is advisable, such later date), or and (ii) the close Close of business Business on the tenth (10th) 10th Business Day (or such later date as the Board shall determinedetermine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer [(other than a Qualifying Offer)] of the commencement by any Person (other than the 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 or any Subsidiary of the Company for or pursuant to the terms of any such plan) of, or the first public announcement of the intention of any Person (other than any of the Persons referred to in the precedent parenthetical) to commence, a tender or exchange offer the consummation of which would result in such Person becoming an Acquiring Person (or, if the 10th Business Day (or such later date as the Board shall so determine) after the date that such tender or exchange offer is first published or sent or given within occurs before the meaning Record Date, the Close of Rule 14d-2(aBusiness on the Record Date) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”) (provided that if such 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), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the (or other evidence of Book-Entries or other uncertificated ownership) for Common Stock registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock shall also be deemed also to be certificates evidencing for the associated Rights) and not by separate certificates (certificates, or, for shares participating in the direct registration systemcase of uncertificated shares of Common Stock, by notations in the respective book entry accounts Book Entries for such Common Stock (which Book-Entries shall also be deemed to be book-entries for the associated Rights) and not by separate book-entries or Rights Certificates (as defined below) (provided, that each certificate (or other evidence of Book-Entry or other uncertificated ownership) representing Common StockStock outstanding as of the Close of Business on the Record Date evidencing the Rights shall be deemed to incorporate by reference the terms of this Agreement, as amended from time to time), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company or a Subsidiary of the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date Date, the Company will prepare and receipt execute (either by manual, facsimile or portable document format signature), the Rights Agent of notice of such occurrencewill countersign (either by manual, facsimile or portable document format signature), and the Company will send or cause to be sent (and the Rights AgentAgent will, if requested by the Company and provided with all necessary information and documentationinformation, will, subject to the following sentence, send send) by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the shares of Common Stock, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein; provided, that the Rights may instead be recorded in book-entry or other uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Rights 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 any Rights Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect book-entry or other uncertificated ownership. To the extent that a Section 11.(a)(ii). Section 11(a)(ii) Event has also occurred, the Company may implement such procedures, as it deems appropriate appropriate, in its sole discretion, to minimize the possibility that Rights are received by Persons whose for whom Rights would be null and void under Section 7.(e) hereof7(e). In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(a)(i) or Section 11(p) 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.(a14(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 Rights Certificates Certificates, and may the Rights will be transferred by transferable separately from the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the . The Company or any transfer agent or registrar for shall promptly notify the Rights shall be Agent in writing upon the record holders thereof.
(b) The Company will make available, as promptly as practicable following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier occurrence of the Distribution Date or the Expiration Dateand, if such notification is given orally, the transfer of any shares of Common Stock in respect of which Rights have been issued Company shall also constitute confirm the transfer occurrence of the Distribution Date in writing on or prior to the next Business Day. Until such notice is received by the Rights associated with such shares of Common StockAgent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(b) The Company will make available, as promptly as practicable following the Record Date, 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 Rights upon request from such record holder time to time prior to the Final Expiration Date (or, if earlier, the Redemption Date). With respect to shares of Common Stock outstanding as of the Record Date, or that become outstanding subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights associated with such shares will be evidenced by the certificates for the Common Stock or the balances in the Book-Entries registered in the names of the holders of such shares, as applicable, and not by separate book-entries or Rights Certificates, and the registered holders of such shares represented by such certificates of Book Entries shall also be deemed to be the registered holders of the associated Rights. Until the earlier of the Close of Business on the Distribution Date, the Redemption Date and the Close of Business on the Final Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasurytreasury or transferred to third parties by direct or indirect wholly owned Subsidiaries of the Company) after the Record Date but prior to the earlier of the Close of Business on the Distribution Date or Date, the Redemption Date, and the Close of Business on the Final Expiration Date Date, or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing evidencing such shares of Common Stock or any confirmations or written notices to holders of shares of Common Stock in Book-Entry form (including any such certificates, confirmations or notices issued or sent upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance of Common Stock out of authorized but unissued shares) issued or sent after the Record Date but prior to the earlier of the Close of Business on the Distribution Date, the Redemption Date and the Close of Business on the Final Expiration Date (or, in the circumstances described in Section 22, after the Distribution Date) shall also be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially the following form if (but the failure to have such certificates are issued after legend so impressed, printed, written or affixed shall not affect the Exempt Time but prior to the earlier status or validity of the Distribution Date Rights evidenced by such shares of Common Stock): The shares to which this certificate or written notice relates also evidences and entitles the Expiration Date: With respect holder hereof to such certificates containing certain Rights as set forth in the foregoing legendAmended and Restated Rights Agreement between International Seaways, until Inc. (the earlier “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent) as Rights Agent (the “Rights Agent”), dated as of April 11, 2023, as it may be amended from time to time (i) the Distribution Date or (ii) the Expiration Date“Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the office of the Rights associated with Agent. Under certain circumstances, as set forth in the Common Stock represented by Rights Agreement, such certificates shall Rights will be evidenced by such separate certificates alone and registered holders of Common Stock shall also will no longer be evidenced by the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesshares to which this certificate or notice relates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the The Company will mail to the stockholder holder of shares to which this certificate or notice relates a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and that void. With respect to the recipient certificates and Book-Entries (in either case, whether or not containing the foregoing legend) described in this Section 3(c), until the earlier of (i) the Close of Business on the Distribution Date, (ii) the Redemption Date and (iii) the Close of Business on the Final Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates and Book-Entries shall be evidenced by such certificates or Book-Entries alone, and holders of such shares of Common Stock shall also be holders of the statementassociated Rights, as a holder and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this Section 3 or Section 4 hereof, may have certain neither the omission of a legend nor the failure to deliver notice required hereby shall affect the enforceability of any part of this Agreement or the rights thereunderof any holder of the Rights. In the event that shares the Company or any direct or indirect wholly owned Subsidiary of the Company purchases or acquires any Common Stock are not represented by certificatesafter the Record Date but prior to the Close of Business on the Distribution Date, references in this Agreement to certificates any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company or such direct or indirect wholly owned Subsidiary shall not be entitled to refer to the notations in the book-entry accounts reflecting ownership of exercise any Rights associated with such sharesCommon Stock.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of a Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day (or such later date) after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of a Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) 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, Act if upon consummation thereof, thereof such Person would become an Acquiring Person be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, substantially in substantially the form of attached hereto as Exhibit B hereto A (the “each, a "Rights Certificates”Certificate"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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.(p11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights, but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make availablesent a copy of a Summary of Rights, in substantially the form attached as Exhibit B to the 1989 Agreement (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on May 8, 1989, at the address of such holder then shown on the records of the Company. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, as promptly as practicable following set forth in paragraph (a) above, until the date hereofearlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by (i) such certificates for the Common Stock of the Company with or without a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C or (the “Summary of Rights”ii) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for Company as legended pursuant to the Common Stock) terms of the 1989 Agreement or this Agreement, and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock of the Company in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to Stock of the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafterCompany.
(c) Rights shall be issued in respect of all shares of Common Stock that of the Company which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date orand, in certain circumstances to the extent provided in Section 22. 22 hereof, in respect of shares of Common Stock of the Company issued after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock of the Company shall also be deemed to be certificates for Rights, and shall shall, as promptly as practicable following the Record Date, bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Renewed Rights Agreement between TECO Energy, Inc. (the "Company") and BankBoston, N.A. (the "Rights Agent") dated as of October 21, 1998, as the same may be amended, restated, renewed or extended 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 offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Person or any Associate or Affiliate of an Acquiring Person (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. 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 Expiration Date: exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates 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 Company represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such sharesSection 4.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights Rigts per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”) "), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxx & Xxxx Financial, Inc. (the "Company") and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board of Directors shall determinedetermine provided, however, that no deferral of a Distribution Date by the Board of Directors pursuant to this clause (ii) may be made at any time during the Special Period) after the date that of the commencement of a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, or any successor provision thereto, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p) hereofmade, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”") to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Hauppauge Digital, Inc. (the "Company") and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. The Company will mail to the earlier holder of this certificate a copy of the Distribution Date 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 any Affiliate or Associate thereof (as such terms are defined in the Expiration Date: 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 containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of ------------------------------- (i) the close of business on the tenth (10th10/th/) Business Day day after the Stock Share Acquisition Date (or, if the tenth (10th) Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close of business on the tenth (10th10/th/) 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 shall determinebecome an Acquiring Person) after the date that a tender or exchange offer [of (other than a Qualifying Offer)] x) the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by entity holding shares of Common Stock of the Company for or pursuant to the terms of any such plan) is of, or (y) the first published or sent or given within the meaning of Rule 14d-2(a) public announcement of the General Rules intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding such shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of such shares of Common Stock aggregating fifteen percent (15%) or more of such shares of Common Stock then outstanding, including any such date which is after the date of this Agreement and Regulations under prior to the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person issuance of the Rights (the earlier of clause (i) and (ii) being herein referred to as hereinafter called the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (33(b)) by the certificates evidencing the Common Stock registered in the names for shares of the holders of the Common Stock (which certificates evidencing the Common Stock shall also be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)Rights Certificates, and (y) the right to receive Rights will Certificates shall be transferable only in connection with the transfer of the underlying such shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredStock. As soon as practicable after the Distribution Date or, with respect to any such shares of Common Stock issued on or after the Distribution Date and receipt prior to the earlier of the Redemption Date and the Final Expiration Date by reason of the exercise of any option, warrant, right or conversion or exchange privilege contained in any option, warrant, right or convertible or exchangeable security (other than the Rights) issued by the Company prior to the Distribution Date, unless the Company's Board of Directors shall expressly provide to the contrary at the time of the issuance of any such option, warrant, right or convertible or exchangeable security, simultaneously with the issuance of such shares of Common Stock, the Company shall prepare and execute, the Rights Agent of notice of such occurrence, shall countersign and the Company shall send or cause to be sent (or the Rights AgentAgent will, if requested requested, send, at the Company's expense), by the Company and provided with all necessary information and documentation, will, subject to the following sentence, send by first-class, insuredfirst class mail, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)prepaid, to each record holder of the such shares of Common Stock as of the close Close of business Business on the Distribution DateDate or, with respect to shares of Common Stock issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such shares of Common Stock on the date of issuance, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, a Rights Certificate in substantially the form of Exhibit B hereto (the “a "Rights Certificates”--------- -6- Certificate"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each such share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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 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 shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make availableOn the Record Date, or as promptly soon as practicable following thereafter, the date hereof, Company shall send a copy of the Summary of Rights to Purchase Series A Junior Participating Preferred Stock, in substantially the form attached hereto as of Exhibit C hereto --------- (the “"Summary of Rights”) "), by first class mail, postage prepaid, to any each record holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the shares of Common Stock of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. Certificates for shares of Common Stock of the Company outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, shall occur, the Rights will be evidenced by the deemed also to constitute certificates for the Rights associated with the shares of Common Stock (orrepresented by such certificates, in the case of shares reflected on the direct registration system, the notations in the book-entry account system together with a copy of the transfer agent for the Common Stock) Summary of Rights attached thereto, and the registered holders of the shares of Common Stock represented thereby shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the earlier of the Redemption Date and the Final Expiration Date, the surrender for transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer such certificate, with or without a copy of the Summary of Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreementattached thereto, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby.
(c) Certificates for shares of Common Stock of the Company which become outstanding (including, without limitation, shares of Common Stock referred to in the last sentence of this subsection (c) which shall be subsequently reissued) after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall also be deemed to constitute certificates for the Rights, but shall have impressed, printed or written thereon, or otherwise affixed thereto, the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of February 6, 2001 (the "Rights Agreement"), by and between Horizon Pharmacies, Inc. and Computershare Investor Services, LLC, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Horizon Pharmacies, 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. Horizon Pharmacies, 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 described 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 any subsequent holder, may become null and void. Certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date and the Final Expiration Date, shall also be deemed to constitute certificates for the Rights associated with the shares of Common Stock represented by such certificates. Similarly, during and the surrender for transfer of any such time periods, transfers of shares participating in the direct registration system certificate shall also be deemed to be transfers constitute the transfer of the Rights associated Rights. In with the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunderStock represented thereby. In the event that the Company shall purchase or acquire any of its shares of the Common Stock are not represented by certificatesafter the Record Date but prior to the Distribution Date, references in this Agreement to certificates any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to refer to the notations in the book-entry accounts reflecting ownership exercise any Rights associated with shares of such sharesCommon Stock which are no longer outstanding.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day (or such later date as the Board shall determine) after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person, in either instance other than pursuant to a Qualified Offer, or (iii) the close of business on the tenth Business Day (or such later date as the board shall determine) after the Board determines that a Person is an Adverse Person (the earlier of (i) and ), (ii) or (iii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”) "), to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Renewed Rights Agreement between LSB Corporation (the "Company") and the Rights Agent thereunder (the "Rights Agent") dated as of [ ], 2005 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of 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 this 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, an Adverse Person or any 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 such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Renewed Rights Agreement (LSB Corp)
Issuance of Rights Certificates. (a) Upon the effective time of this Agreement, the number of Rights associated with each outstanding share of Common Stock shall be adjusted such that each outstanding share of Common Stock shall have associated with it one Right (instead of the number of Rights previously associated with each such share of Common Stock by reason of the Reverse Stock Split). Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day 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 (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if upon consummation thereof, such Person would become an Acquiring Person Person, in either instance other than pursuant to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock Stock[1] registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) Following the Record Date and the dates of the Original Agreement and the Amended Agreement, the Company made available, copies of a Summary of Rights, in substantially the forms attached to the Original Agreement and the Amended Agreement as Exhibit C thereto to any holder of Rights who may have so requested. The Company will make available, as promptly as practicable following November 14, 2017 (the date hereof“Subsequent Effective Date”), a copy of the a Summary of Rights To Purchase (as amended to comport with the terms of this Agreement), in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth 1 All references in this AgreementAgreement to common stock represented by certificates include common stock in book entry form, upon and in the effectiveness case of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any uncertificated shares of Common Stock (including any evidenced by book entry, prior to the Distribution Date, the book-entry balances for each holder thereof shall also be deemed to represent the Rights associated with such shares of Common Stock issued pursuant and shall also be deemed to an exchange) at any time thereafterrepresent certificates for such Rights.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates and book entries representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Subsequent Effective Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between Hemispherx Biopharma, Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of November 14, 2017 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of 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 this 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 any 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 such certificates containing the foregoing legendlegend or a similar legend (including a similar legend on any certificates issued prior to the Subsequent Effective Date), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day day after the Stock Acquisition Date (or, if the tenth (10th) Business Day day after the Stock Acquisition Date such date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day business day (or such later date as the Board shall determinemay be determined by a Majority Director Vote prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer [(other than a Qualifying Offer)] of the commencement by any Person (other than the 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) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules first public announcement of the intention of any Person (other than the 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, a tender or exchange offer the consummation of which would result in any Person becoming the beneficial owner of shares of Common Stock of the Company aggregating 15% or more of the then outstanding shares of Common Stock of the Company (including any such date which is after the date of this Agreement and Regulations under prior to the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person issuance of the Rights) (the earlier of such dates referred to in clauses (i) and (ii) of this sentence being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights (and the right to receive Rights Certificates) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date Date, the Company will prepare and receipt by execute, the Rights Agent of notice of such occurrencewill countersign, and the Company will send or cause to be sent (and the Rights Agent, if requested by the Company and provided with all necessary information and documentationrequested, will, subject to the following sentence, send will send) by first-class, insured, postage prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock of the Company as of the close of business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificatescertificate(s), in substantially the form of Exhibit B attached hereto as EXHIBIT A (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as As promptly as practicable following the date hereofRecord Date, the Company will send a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C EXHIBIT B (the “"Summary of Rights”) "), by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the transfer (or surrender for transfer) of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after outstanding on the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the with or without a Summary of Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsattached thereto, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system thereby.
(c) Rights shall also be deemed to be transfers issued (consistent with the provisions of subsection (a) of this Section 3) in respect of all shares of Common Stock of the associated Rights. In Company which are issued after the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued Record Date but prior to the earliest of the Distribution Date, the Redemption Date a notation or the Final Expiration Date. Certificates for shares of Common Stock (including, without limitation, any reacquired shares referred to in the last sentence of this Section 3(c)) which become outstanding after the Record Date but prior to the effect that 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 as set forth in a Rights Agreement between Travel Services International, Inc. (the "Company") and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), dated as of January 28, 1999, as it may be amended from time to time (the "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 the Company. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the stockholder holder of this certificate a copy of the Agreement, as in effect on the date of mailing, without charge, promptly charge after the receipt of a written request therefor therefor. Under certain circumstances set forth in the Agreement, Rights issued to, or held or beneficially owned by, any Person who becomes an Acquiring Person (as such terms are defined in the Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, become null and that void." With respect to such certificate(s) containing the recipient foregoing legend, until the Distribution Date, the Rights associated with the Common Stock of the statementCompany represented by such certificate(s) shall be evidenced by such certificate(s) alone, as a holder and the surrender for transfer of any such certificate(s) shall also constitute the transfer of the Rights associated with the shares of Common Stock, may have certain rights thereunderStock of the Company represented thereby. In the event that shares the Company purchases or acquires any Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such reacquired Common Stock are not represented by certificates, references in this Agreement to certificates of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to refer to exercise any Rights associated with the notations in shares of Common Stock of the book-entry accounts reflecting ownership of such sharesCompany which are no longer outstanding.
Appears in 1 contract
Samples: Share Purchase Rights Plan (Travel Services International Inc)
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) 10th Business Day after the Stock Acquisition Date (or, if the tenth (10th) 10th Business Day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date) (or, in the event the Board determines before the Close of Business on such day to effect an exchange in accordance with Section 24 and determines in accordance with Section 24 that a later date is advisable, such later date), or and (ii) the close Close of business Business on the tenth (10th) 10th Business Day (or such later date as the Board shall determinedetermine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer [(other than a Qualifying Offer)] of the commencement by any Person (other than the 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 or any Subsidiary of the Company for or pursuant to the terms of any such plan) of, or the first public announcement of the intention of any Person (other than any of the Persons referred to in the precedent parenthetical) to commence, a tender or exchange offer the consummation of which would result in such Person becoming an Acquiring Person (or, if the 10th Business Day (or such later date as the Board shall so determine) after the date that such tender or exchange offer is first published or sent or given within occurs before the meaning Record Date, the Close of Rule 14d-2(aBusiness on the Record Date) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i(i) and (ii(ii) being herein referred to as the “Distribution Date”) (provided that if such 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), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section (3)) by the certificates evidencing the (or other evidence of Book-Entries or other uncertificated ownership) for Common Stock registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock shall also be deemed also to be certificates evidencing for the associated Rights) and not by separate certificates (certificates, or, for shares participating in the direct registration systemcase of uncertificated shares of Common Stock, by notations in the respective book entry accounts Book Entries for such Common Stock (which Book-Entries shall also be deemed to be book-entries for the associated Rights) and not by separate book-entries or Rights Certificates (as defined below) (provided, that each certificate (or other evidence of Book-Entry or other uncertificated ownership) representing Common StockShares outstanding as of the Close of Business on the Record Date evidencing the Rights shall be deemed to incorporate by reference the terms of this Agreement, as amended from time to time), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company or a Subsidiary of the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date Date, the Company will prepare and receipt execute (either by manual, facsimile or portable document format signature), the Rights Agent of notice of such occurrencewill countersign (either by manual, facsimile or portable document format signature), and the Company will send or cause to be sent (and the Rights AgentAgent will, if requested by the Company and provided with all necessary information and documentationinformation, will, subject to the following sentence, send send) by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the shares of Common Stock, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein; provided, that the Rights may instead be recorded in book-entry or other uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Rights 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 any Rights Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect book-entry or other uncertificated ownership. To the extent that a Section 11.(a)(ii). Section 11(a)(ii) Event has also occurred, the Company may implement such procedures, as it deems appropriate appropriate, in its sole discretion, to minimize the possibility that Rights are received by Persons whose for whom Rights would be null and void under Section 7.(e) hereofSection 7(e). In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(pSection 11(a)(i) or Section 11(p) 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.(aSection 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 Rights Certificates Certificates, and may the Rights will be transferred by transferable separately from the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the . The Company or any transfer agent or registrar for shall promptly notify the Rights shall be Agent in writing upon the record holders thereof.
(b) The Company will make available, as promptly as practicable following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier occurrence of the Distribution Date or the Expiration Dateand, if such notification is given orally, the transfer of any shares of Common Stock in respect of which Rights have been issued Company shall also constitute confirm the transfer occurrence of the Distribution Date in writing on or prior to the next Business Day. Until such notice is received by the Rights associated with such shares of Common StockAgent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(b) The Company will make available, as promptly as practicable following the Record Date, 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 Rights upon request from such record holder time to time prior to the Final Expiration Date (or, if earlier, the Redemption Date). With respect to shares of Common Stock outstanding as of the Record Date, or that become outstanding subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights associated with such shares will be evidenced by the certificates for the Common Stock or the balances in the Book-Entries registered in the names of the holders of such shares, as applicable, and not by separate book-entries or Rights Certificates, and the registered holders of such shares represented by such certificates of Book Entries shall also be deemed to be the registered holders of the associated Rights. Until the earlier of the Close of Business on the Distribution Date, the Redemption Date and the Close of Business on the Final Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasurytreasury or transferred to third parties by direct or indirect wholly owned Subsidiaries of the Company) after the Record Date but prior to the earlier of the Close of Business on the Distribution Date or Date, the Redemption Date, and the Close of Business on the Final Expiration Date Date, or, in certain circumstances provided in Section Section 22. hereof, after the Distribution Date. Certificates representing evidencing such shares of Common Stock or any confirmations or written notices to holders of shares of Common Stock in Book-Entry form (including any such certificates, confirmations or notices issued or sent upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance of Common Stock out of authorized but unissued shares) issued or sent after the Record Date but prior to the earlier of the Close of Business on the Distribution Date, the Redemption Date and the Close of Business on the Final Expiration Date (or, in the circumstances described in Section 22, after the Distribution Date) shall also be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially the following form if (but the failure to have such certificates are issued after legend so impressed, printed, written or affixed shall not affect the Exempt Time but prior to the earlier status or validity of the Distribution Date Rights evidenced by such shares of Common Stock): The shares to which this certificate or written notice relates also evidences and entitles the Expiration Date: With respect holder hereof to such certificates containing certain Rights as set forth in the foregoing legendRights Agreement between International Seaways, until Inc. (the earlier “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent) as Rights Agent (the “Rights Agent”), dated as of May 8, 2022, as it may be amended from time to time (i) the Distribution Date or (ii) the Expiration Date“Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the office of the Rights associated with Agent. Under certain circumstances, as set forth in the Common Stock represented by Rights Agreement, such certificates shall Rights will be evidenced by such separate certificates alone and registered holders of Common Stock shall also will no longer be evidenced by the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesshares to which this certificate or notice relates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the The Company will mail to the stockholder holder of shares to which this certificate or notice relates a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and that void. With respect to the recipient certificates and Book-Entries (in either case, whether or not containing the foregoing legend) described in this Section 3(c), until the earlier of (i) the Close of Business on the Distribution Date, (ii) the Redemption Date and (iii) the Close of Business on the Final Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates and Book-Entries shall be evidenced by such certificates or Book-Entries alone, and holders of such shares of Common Stock shall also be holders of the statementassociated Rights, as a holder and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this Section 3 or Section 4 hereof, may have certain neither the omission of a legend nor the failure to deliver notice required hereby shall affect the enforceability of any part of this Agreement or the rights thereunderof any holder of the Rights. In the event that shares the Company or any direct or indirect wholly owned Subsidiary of the Company purchases or acquires any Common Stock are not represented by certificatesafter the Record Date but prior to the Close of Business on the Distribution Date, references in this Agreement to certificates any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company or such direct or indirect wholly owned Subsidiary shall not be entitled to refer to the notations in the book-entry accounts reflecting ownership of exercise any Rights associated with such sharesCommon Stock.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business 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 (10th) Business Day (or such later date as the Board The Rights shall determine) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) 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, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)Section) by the certificates evidencing the for shares of Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for shares of Common Stock also shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates until the earliest of (such date being hereinafter the "Distribution Date"):
(i) The Close of Business on the tenth Business Day after the Share Acquisition Date (or, for shares participating if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day after the Record Date);
(ii) The Close of Business on the tenth Business Day (or such other Business Day as may be determined, in the direct registration systemcompliance with this Agreement, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer action of the underlying Board) after the date of the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon the consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding; and
(including iii) The Close of Business on the tenth Business Day after at least a transfer to majority of the CompanyDisinterested Directors who are not officers of the Company shall have determined that a Person is an "Adverse Person" (as hereinafter defined). The Company promptly Such date shall notify be referred to herein as the Rights Agent "Distribution Date"; provided, however, that if any tender or exchange offer referred to in writing upon the occurrence of Section 2.1(a)(ii) is cancelled, terminated or otherwise withdrawn prior to the Distribution Date andwithout the purchase of any Common Stock pursuant thereto, if such notification is given orally, offer shall be deemed for the Company shall confirm purposes of the same in writing on definition of "Distribution Date" never to have been commenced or prior to the next following Business Day. 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. publicly announced.
(b) As soon as practicable after the Distribution Date (or, in the case of any shares of Common Stock of the Company which are issued or otherwise become outstanding after the Distribution Date and receipt prior to the Final Expiration Date, including any shares of Common Stock issued by reason of the exercise of any option, warrant, right (other than the Rights) or conversion or exchange privilege contained in any option, warrant, right (other than the Rights) or convertible or exchangeable security issued by the Company prior to the Distribution Date, unless the Board shall have expressly provided to the contrary at the time of issuance of any such option, warrant, right or convertible or exchangeable security, simultaneously with the issuance of stock certificates for such shares of Common Stock), the Company shall prepare and execute, the Rights Agent of notice of such occurrence, shall countersign and the Company shall deliver or cause to be delivered or the Rights AgentAgent shall, if requested by the Company and provided with all necessary information and documentationrequested, willdeliver, subject to the following sentence, send by first-class, insuredclass mail, postage prepaid mail (or such other means as may be selected by prepaid, to each record holder of shares of Common Stock of the Company and not reasonably objected to by as of the Rights AgentClose of Business on the Distribution Date or, in the case of shares of Common Stock issued or otherwise becoming outstanding after the Distribution Date (unless otherwise provided), to each record holder of the shares of Common Stock as so being issued or becoming outstanding at the time of the close of business on the Distribution Datesuch occurrence, at the record holder's last address of such holder then shown on the records registry books of the Company or the transfer agent or the registrar for the Common StockStock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, Certificates evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. 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 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 Rightsissued or becoming outstanding. As of and after the Distribution Date, the Rights will shall be evidenced solely by such the Rights Certificates and may be transferred by Certificates.
(c) On the transfer Record Date, or as soon as practicable thereafter, the Company shall send a copy of the Rights Certificates as permitted herebySummary of Rights, separately and apart from any transfer by first-class mail, postage prepaid, to each record holder of one or more shares of Common StockStock of the Company as of the Close of Business on the Record Date, and the holders of at such Rights Certificates record holder's last address as listed in shown by the records of the Company.
(d) Until the Distribution Date, no Rights Certificates shall be issued. Each stock certificate for shares of Common Stock of the Company or any transfer agent or registrar outstanding as of the Record Date, until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, shall be deemed also to constitute a certificate for the Rights shall be associated with the record holders thereof.
(b) The Company will make availableshares represented thereby, as promptly as practicable following the date hereof, together with a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) thereto and the registered holders holder of the Common Stock such shares also shall also be the registered holders holder of the associated Rights. Until the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, the surrender for transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer such stock certificate, with or without a copy of the Summary of Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreementattached thereto, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if such certificates are issued after the Exempt Time but prior to the earlier of the Distribution Date or the Expiration Date: With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. Similarly, during such time periods, transfers thereby.
(e) Any stock certificate for shares of shares participating in the direct registration system shall also be deemed to be transfers Common Stock of the associated Rights. In the case Company which shall be delivered by or on behalf of any shares participating in the direct registration system, the Company shall cause the transfer agent (including, without limitation, stock certificates for the shares of Common Stock to include on each direct registration account statement with respect thereto issued which are reacquired by the Company and then transferred) after the Record Date and prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall have impressed, printed or written thereon, or otherwise affixed thereto, the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Shareholder Rights Agreement dated as of September 25, 1997 (the "Rights Agreement") between St. Franxxx Capital Corporation and Firstar Trust Co., as in effect on Rights Agent, the date terms, provisions and conditions of mailing, without charge, promptly after receipt of which are incorporated herein by reference and made a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunderpart hereof. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.The Rights Agreement
Appears in 1 contract
Samples: Shareholder Rights Agreement (St Francis Capital Corp)
Issuance of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board prior to the expiration of such ten Business Day period) after the Stock Acquisition Date (or, if the tenth (10th) Business Day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determineprior to the expiration of such ten Business Day period) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) 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, if upon consummation thereof, such Person would become be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding or (iii) immediately after the Board determines (with the concurrence of the Outside Directors), pursuant to the criteria set forth in Section 11(a)(ii)(D) hereof, that a Person is an Acquiring Person Adverse Person, (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and (c) of this Section (3)) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage- prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, substantially in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates.
(b) The Company will make available, as promptly as practicable following the date hereof, a copy of the Summary of Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occurDate, the Rights will be evidenced by the such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book-entry account system of the transfer agent for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form if legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Renewed Rights Agreement between Xxxxxx Inc. and American Stock Transfer and Trust Company, dated as of September 25, 1996, as the same shall be amended, restated, extended or renewed from time to time (the "Renewed Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of Xxxxxx Inc. Under certain circumstances set forth in the Renewed Rights Agreement, such Rights will be evidenced by separate certificates are issued after the Exempt Time but prior and will no longer be evidenced by this certificate. Xxxxxx Inc. will mail to the earlier holder of this certificate a copy of the Distribution Date Renewed 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 Renewed Rights Agreement, Rights beneficially owned by an Acquiring Person, an Adverse Person or any Affiliate or Associate of an Acquiring Person or an Adverse Person (as such terms are defined in the Renewed Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may 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 Expiration Date: exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Issuance of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth (10th) Business Day (or such later date) after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board shall determinebefore the occurrence of the Distribution Date) after the date that a tender or exchange offer [(other than a Qualifying Offer)] by any Person (other than the 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) 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, if if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs paragraph (b) and or (c) of this Section (3)) by the balances indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to be certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates (or, for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock)certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company promptly shall 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 next following Business Day. 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. As soon as practicable after the Distribution Date and receipt by Date, the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, will, subject to the following sentence, will send by first-class, insured, postage postage-prepaid mail (or such other means as may be selected by the Company and not reasonably objected to by the Rights Agent)mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section (5)(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Section 11.(a)(ii). Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7.(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11.(p11(p) 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.(a14(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 Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred.
(b) The Company will make available, as promptly as practicable following the date hereofRecord Date, a copy of the a Summary of Rights Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations balances indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, such certificates for the Common Stock) , and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23. hereof or an exchange pursuant to Section 24. hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.
(c) Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, and shall bear the following legend:
(i) Confirmation and account statements sent to holders of shares of Common Stock in certain circumstances provided in Section 22. hereof, after the Distribution Date. Certificates representing such book-entry form (which shares of Common Stock shall also be deemed to be certificates for Rights) shall bear the following legend: The shares of Common Stock, par value $0.01 per share, of Realogy Corporation (the “Company”) entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and the Rights Agent thereunder (the “Rights Agent”) dated as of [ ], 2006, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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 the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates 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 (as such term is defined in the Rights Agreement) 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights) shall bear a legend in substantially the following form legend if such certificates are issued after the Exempt Time Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Realogy Corporation (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of [ ], 2006, as it may be amended, restated, renewed or extended 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 offices of the Rights Agent. 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. The Rights Agent 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 beneficially owned (as such term is defined in the Rights Agreement) 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), 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 (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Stock to include on each direct registration account statement with respect thereto issued prior to the Distribution Date a notation to the effect that the Company will mail to the stockholder a copy of the Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of the Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book-entry accounts reflecting ownership of such shares.
Appears in 1 contract
Samples: Rights Agreement (Realogy Corp)
