Common use of Issuance of Rights Certificates Clause in Contracts

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall 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 of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridge, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 2 contracts

Samples: Rights Agreement (TruBridge, Inc.), Rights Agreement

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Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall Rights will be evidenced by the certificates for shares of the Common Stock registered in the names of the holders of shares of the 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 or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries)certificates, (ii) 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 and (iii) the Rights will be transferable transferred with and only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify Stock (including a transfer to the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant informationCompany). As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationDate, the Rights Agent will send by first-classfirst- class mail, insured, postage prepaid mailprepaid, 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 shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificate”Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 11(a)(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 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 the Rights shall be transferable separately from the Common StockCertificates. (b) Following the Record Date, the The Company will make available, or cause to be made available, send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), to by first-class, postage prepaid mail, upon the written request of any record holder of Common Stock, as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock (other than any Acquiring Person outstanding as of the Record Date or any Related Person issued subsequent to the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of any Acquiring Person) who may so request, from time to time, prior to 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. (c) Subject to Section 22 hereof, Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become which are outstanding on the Record Date and which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Rights Agreement between TruBridgeToys "R" Us, Inc. and the Rights Agent thereunder (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “"Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Toys "R" Us, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Toys "R" Us, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by issued to any Person who is or was an Acquiring Person or a Related Person of becomes an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will shall become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawvoid. 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 or (ii) the Expiration Date, the Rights associated with such shares of the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, alone and the 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 or book entriescertificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights rights associated with such shares Common Stock shall be deemed cancelled to be canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of such Common Stock that which are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 2 contracts

Samples: Rights Agreement (Toys R Us Inc), Rights Agreement (Toys R Us Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of On the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall 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 of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As as soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationthereafter, the Rights Agent Company will send a copy of a Summary of Rights to Purchase Series A Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Distribution Record Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right . With respect to certificates for each share of Common Stock so held, subject to adjustment Shares outstanding as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the Rights CertificatesRecord Date, 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 until the Distribution Date, the Rights will be evidenced solely by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights Certificates and attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights shall be transferable separately from associated with the Common StockShares represented thereby. No certificate for Common Shares that becomes outstanding after the earliest of the Redemption Date, Distribution Date or Final Expiration Date will entitle the holder thereof to receive a Rights Certificate. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Certificates for Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, in respect of all shares of Common Stock Shares that become outstanding (whether originally issued or from including, without limitation, reacquired Common Shares referred to in the Company’s treasurylast sentence of this paragraph (b)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date; providedDate shall have impressed on, howeverprinted on, that Rights also shall be issued written on or otherwise affixed to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the a Rights Agreement between TruBridgethe Company and Fleet National Bank, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26July 18, 2024, as the same may be amended or supplemented from time to time 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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, Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by issued to, or held by, any Person who is is, was or was becomes an Acquiring Person or a Related Person of an Acquiring Person any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain transferees on behalf of an Acquiring such Person or of by any such Related Person will subsequent holder, may become null and void void. The Rights shall not be exercisable, and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included void so long as held by a holder in a notice any jurisdiction where the requisite qualification to the record holder issuance to such holder, or the exercise by such holder, of the Rights in such shares to the extent required by applicable lawjurisdiction shall not have been obtained or be obtainable. 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 or (ii) the Final Expiration Date, the Rights associated with such shares of the Common Stock Shares represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such Common Stock represented by such certificates or book-entries certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates or book entriesthereby. In the event that the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that Shares which are no longer outstanding. The omission . (c) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person, other than an Exempt Person, of, or of the first public announcement of the intention of any legend described Person, other than an Exempt Person, to commence, a tender or exchange offer the consummation of which would result in this Section 3 shall not affect any Person becoming an Acquiring Person (including any such date which is after the status, validity or enforceability of any part date of this Agreement or and prior to the rights of any holder issuance of the Rights. ; the earlier of such dates being herein referred to as the "Distribution Date"), (ex) Notwithstanding any other provision the Rights will be evidenced (subject to the provisions of Section 3(a) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent may amend this Agreement will, if requested, send) by first-class, insured, postage-prepaid mail, to provide each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate, in substantially the form of Exhibit B hereto (a "Rights Certificate"), evidencing one Right for uncertificated each Common Share so held. As of the Distribution Date, the Rights in addition to or in lieu of Rights will be evidenced solely by such Rights Certificates, to the extent permitted by applicable law.

Appears in 2 contracts

Samples: Rights Agreement (Provant Inc), Rights Agreement (Provant Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, : (i) with the Rights shall be issued in respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, and shall be evidenced by the certificates for representing the shares of Common Stock registered in issued and outstanding on the names of the holders of shares of Common Stock (Record Date or, in the case of uncertificated uncertified Common Shares registered in book entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such Common Stock, and shares of Common StockStock issued or which become outstanding after the Record Date and prior to the earliest of the Distribution Date, by the book-entry account that evidences record ownership of such shares) Redemption Date, the Exchange Date and the Expiration Date (which certificates or book entries for Common Stock and Book Entry Shares shall be deemed to also to be certificates or book entries for evidencing the Rights) ), and not by separate certificates (or book entries), certificates; (ii) 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 registered holders of such shares of Common Stock) in respect of which Rights have been issued Stock shall also constitute be the transfer registered holders of the Rights associated with such shares of Common Stock shares; and (iii) the Rights will shall be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company , and the surrender for transfer of any certificate for such shares of Common Stock shall promptly notify also constitute the surrender for transfer of the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together associated with all other relevant informationsuch shares. As soon as practicable after the Company has notified the Rights Agent is notified of the occurrence of the Distribution Date and receives such informationDate, the Rights Agent will send shall, at the expense of the Company (except as otherwise provided in Section 7(e)), mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, one or more certificates evidencing the Rights certificates("Rights Certificates"), in substantially the form of Exhibit A (the “Rights Certificate”)B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and the Rights shall be transferable separately from the Common StockCertificates. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding (whether originally which are issued or from sold by the Company’s treasury) Company after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold (i) pursuant to the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Expiration Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights also and Rights Certificate shall be issued if, and to the extent provided that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in Section 22 hereoflieu of the issuance thereof. Certificates issued after the Record Date representing such shares of Common Stock outstanding on the Record Date and shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall also be deemed have impressed, printed, or written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the a Rights Agreement between TruBridge, Inc. Spherix Incorporated (the "Company") and Computershare Trust CompanyEquity Stock Transfer, N.A. (or any successor LLC as Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26January 1, 2024, as the same may be amended or supplemented from time to time 2013 (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 (as defined in the Rights Agreement) shall 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, Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, any Rights that were, are Beneficially Owned or become beneficially owned by any Person who is Acquiring Persons or was an Acquiring Person their Associates or a Related Person of an Acquiring Person Affiliates (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferable. the holder of any of such Rights (dincluding any subsequent holder) shall not have any right to exercise such Rights. With respect to any book-entry shares of Common StockBook Entry Shares, such a legend in substantially similar form shall will be included in a notice to the record holder of such shares to the extent required by in accordance with applicable law. With respect to such certificates containing Notwithstanding this Section 3(b), the foregoing legend, or any notice omission of the foregoing legend delivered to record holders of book-entry shares, until the earlier of (i) the Distribution Date or (ii) the Expiration Daterequired hereby, the Rights associated with such shares inclusion of Common Stock represented by such certificates a legend that makes reference to a rights agreement other than this Agreement or registered in book-entry form shall be evidenced by such certificates 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior failure to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall provide notice thereof will not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (ec) Notwithstanding any other provision hereofof this Agreement, neither the Company and Company, the Rights Agent may amend this Agreement nor anyone else shall have any obligation to provide for uncertificated issue any Rights Certificate to an Acquiring Person or to anyone else in addition to whose hands the Rights nominally represented by such Certificate shall be null and void either initially or in lieu connection with a request to register a transfer of Rights evidenced represented by a certificate previously issued. Furthermore, neither the Company, the Rights Certificates, Agent nor anyone else shall be obligated to issue Rights Certificates to any person making a tender offer which if consummated could render such person an Acquiring Person or to any Affiliate or Associate of such person until and unless the tender offer is withdrawn and the person shall have established to the extent permitted Company's reasonable satisfaction that such person does not intend to become an Acquiring Person. The Company shall be entitled to require any person claiming the right to receive a Rights Certificate to present such evidence as the Company shall require in good faith to establish to the Company's satisfaction that the Rights represented by applicable lawthat Certificate have not become null and void under the provisions in Section 7(e) or that the Company is not entitled to withhold such Certificate under the provisions of the preceding sentence.

Appears in 2 contracts

Samples: Rights Agreement (Spherix Inc), Rights Agreement (Spherix Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent Rights will be evidenced (subject to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced provisions of Sections 3(b) and 3(c) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders of 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) thereof (which certificates or book entries for Common Stock shall also be deemed also to be certificates or book entries for RightsRights Certificates) and not by separate certificates (or book entries), Rights Certificates and (ii) 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 right to receive Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock and (iii) the Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock. The Company Shares shall promptly notify also constitute the surrender for transfer of the Rights Agent of a Distribution Date and request its transfer agent to give associated with the Rights Agent a stockholder list together with all other relevant informationCommon Shares represented thereby. As soon as practicable after the Rights Agent is notified of Distribution Date, the Distribution Date Company will prepare and receives such informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11 hereof, then 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 the Distribution Date, the Rights will (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and after registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and certificates registered in the Rights shall be transferable separately from names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock. (b) Following Shares outstanding on the Record Date, the Company will make available, with or cause to be made available, without a copy of a the Summary of Rights, in substantially shall also constitute the form attached as Exhibit B (transfer of the “Summary of Rights”), to any record holder of Rights associated with the Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration DateShares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued, without any further action, issued in respect of all shares of Common Stock Shares that become outstanding (whether originally are issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; providedDate or, however, that Rights also shall be issued to the extent in certain circumstances provided in Section 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 substantially in the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridgeTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN NEW ERA OF NETWORKS, Inc. (the “Company”) and Computershare Trust CompanyINC. AND BANKBOSTON, N.A. AS THE RIGHTS AGENT, DATED AS OF AUGUST 5, 1998 (or any successor Rights AgentTHE "RIGHTS AGREEMENT"), as rights agent THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF NEW ERA OF NETWORKS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. NEW ERA OF NETWORKS, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”AS SUCH TERMS ARE DEFINED IN 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 circumstancesWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawMAY BECOME NULL AND VOID. 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 or (ii) the Expiration Date, the Rights associated with such shares of the Common Stock Shares represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the surrender for 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 or book entries. such (d) In the event that the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that Shares which are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 2 contracts

Samples: Preferred Shares Rights Agreement (New Era of Networks Inc), Preferred Shares Rights Agreement (New Era of Networks Inc)

Issuance of Rights Certificates. (a) Until the Close of Business on the day which is the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common the tenth day after the Stock outstanding Acquisition Date or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Record DateBoard 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 a tender or exchange offer upon the successful consummation of which such Person, or any Affiliate or Associate of such Person, would be an Acquiring Person (including any such date which become outstanding subsequent is on or following the date of this Agreement and prior to the Record Date, issuance of the Rights; the earlier of such dates being herein referred to as the “Distribution Date”), unless earlier expired, redeemed or terminated, (x) the Rights shall be evidenced by the certificates for Common Stock (or in the case of uncertificated shares of Common Stock Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders of Common Stock and not by separate Right certificates and the record holders of such certificates (or such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby. (b) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date and, to the extent provided in Section 22 hereof, in respect of shares of Common Stock issued after the Distribution Date and prior to the earlier of the Expiration Date or Final Expiration Date. Certificates for Common Stock (orincluding, without limitation, certificates issued upon original issuance, disposition from the Company’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: The Board of Directors of MCI, Inc. (the “Company”) has adopted a Rights Agreement by and between the Company and The Bank of New York (the “Rights Agent”), as it may be amended from time to time (the “Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. From and after the Record Date, as defined in the Agreement, this certificate will evidence and entitle 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. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company shall mail to the registered holder of this certificate a copy of the Agreement without charge within five Business Days after receipt of a written request therefore. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. The Rights shall not be exercisable, and shall be void so long as held, by holders in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) and the surrender for transfer of any such certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a or 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”account), evidencing one Right for each share of Common Stock so held, subject to adjustment except as otherwise provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridge, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 (or book-entry account) represented by such certificates or book entriesthereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that which are no longer outstanding. The Notwithstanding this paragraph (c), the omission of any a legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (ec) Notwithstanding any other provision hereofAs soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced will, if requested, send), by Rights Certificatesfirst class mail, postage prepaid, to each record holder of the extent Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted by applicable lawhereby, separately and apart from any transfer of one or more shares of Common Stock.

Appears in 2 contracts

Samples: Rights Agreement (Mci Inc), Rights Agreement (Mci Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in shall also be deemed to be certificates for Rights) or by the case of current ownership statements issued with respect to uncertificated shares of Common Stock, by the book-entry account that evidences record ownership Stock in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall . (b) On or as promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will send by first-classCompany shall send, insured, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Record Date, at the address of such holder shown on the records a copy of the Company, one or more Rights certificates, in substantially the form Summary of Exhibit A (the “Rights Certificate”), evidencing one Right for each share Rights. With respect to shares of Common Stock so held, subject to adjustment outstanding as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the Rights CertificatesRecord Date, 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 until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced solely by the certificate or Ownership Statement for such Rights Certificates and shares of Common Stock registered in the Rights shall be transferable separately from names of the holders thereof, in each case together with the Summary of Rights. Until the Distribution Date, the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock. (b) Following Stock outstanding on the Record Date, the Company will make available, with or cause to be made available, without a copy of a the Summary of Rights, in substantially shall also constitute the form attached as Exhibit B (transfer of the “Summary of Rights”), to any record holder Rights associated with the shares of Common Stock (other than any Acquiring Person represented by such certificate or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration DateOwnership Statement. (c) Rights shall be issued, without any further action, issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that become outstanding (whether originally may be issued upon the exercise or exchange of any Right) issued or from delivered by the Company’s treasury) Company after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, howeverand, that Rights also shall be issued to the extent provided in Section 22 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as does not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in the Section 382 Rights Agreement between TruBridge, THQ Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent)N.A., as rights agent (the “Rights Agent”) dated as of March 26May 12, 2024, 2010 and as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of THQ Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. The Company will THQ Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, any Rights that are Beneficially Owned or were beneficially owned by any Person who is or was an Acquiring Person or a Related Person any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawvoid. With respect to such certificates or Ownership Statements 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 or (ii) the Expiration Date, the Rights associated with such the shares of Common Stock represented by such certificates or registered in book-entry form Ownership Statements shall be evidenced by such certificates 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 Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates certificate or book entriesOwnership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), in accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(n) 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 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Section 382 Rights Agreement (THQ Inc)

Issuance of Rights Certificates. (a) Until As promptly as practicable following the earlier Record Date, the Company shall send or deliver a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), to each record holder of Common Stock as of the Distribution Close of Business on the Record Date and (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person) at the Expiration Date, (i) with address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to until the Record Distribution Date, the Rights, unless earlier expired, redeemed or terminated, Rights shall be evidenced by the such certificates for shares of the Common Stock and the registered in the names holders of the holders of 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 or book entries for Common Stock shall also be deemed also to be certificates or book entries for the registered holders of the associated Rights) and not by separate certificates . Until the Distribution Date (or book entriesthe earlier Expiration Date or Final Expiration Date), (ii) 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 the shares of Common Stock represented thereby. (b) Rights shall be issued in respect of all shares of Common Stock issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date; provided, however, Rights shall also be issued to the extent provided in Section 22 hereof 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 shall also be deemed to be certificates for Rights, and shall bear the following legend (iiiin addition to any other legends that may be required): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Canyon Resources Corporation (the “Company”) and Computershare Trust Company, N.A. (the “Rights Agent”) dated as of March 23, 2007 as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. 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 Company shall mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge after receipt of a written request therefore. 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 such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (b), the omission of the foregoing legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. (c) Until the earlier of the Distribution Date or the Expiration Date, (i) the Rights will shall be evidenced (subject to the provisions of paragraph (a) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. prompt written notice of the Distribution Date. (d) As soon as practicable after the Rights Agent is notified Distribution Date and receipt of written notice of the Distribution Date and receives such informationfrom the Company, the Rights Agent will shall countersign and the Company shall send or cause to be sent (and the Rights Agent shall, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificatesa rights certificate, in substantially the form of Exhibit A hereto (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common StockCertificates. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridge, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Canyon Resources Corp)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, Rights shall be evidenced (subject to Section 3(b)) by the certificates for representing the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders of 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) thereof (which certificates or book entries for representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entriesRights Certificates), (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificate certificates 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 Class A Common Stock) Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such the shares of Class A Common Stock and and/or Class B Common Stock represented by such certificates. (iiib) On, or as reasonably practicable after, the Rights will be transferable only in connection with Record Date, the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such information, the Rights Agent will send by first-first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Distribution Record Date, at the address of such holder shown on the records of the CompanyCompany as of such date, one or more a copy of a Summary of Rights certificates, to Purchase Preferred Stock in substantially the form of attached as Exhibit C. With respect to certificates for Class A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of and Class B Common Stock has been made pursuant to Section 11 hereof, at the time of distribution outstanding as of the Rights CertificatesRecord Date, 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 until the Distribution Date, the Rights will be evidenced solely by such certificates registered in the names of the holders thereof together with the Summary of Rights. Failure to provide notice of the Summary of Rights Certificates and the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make availableon a timely basis or at all, or cause to be made available, have and hold a copy of a such Summary of Rights, in substantially shall not invalidate the form attached as Exhibit B (Rights or impact their transfer with the “Summary underlying shares of Rights”), to any record holder of Class A Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Dateand/or Class B Common Stock. (c) Rights shall be issued, without any further action, issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that become outstanding may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, howeverprovided that pursuant to Section 21 hereof, that Rights also shall may be issued to after the extent provided in Section 22 hereofDistribution Date and before the Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock or Class B Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Rights Agreement between TruBridgeFriedman, Billings, Xxxxxx Group, Inc. (the “Company”) and Computershare American Stock Transfer & Trust CompanyCompany LLC, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26June 5, 2024, 2009 and as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Friedman, Billings, Xxxxxx Group, Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will Friedman, Billings, Xxxxxx Group, Inc. shall 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 as set forth in the Rights Agreement, any Rights that are Beneficially Owned or were beneficially owned by any Person who is or was an Acquiring Person or a Related Person any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferablevoid. (d) With respect Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any book-entry nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to such certificates containing the foregoing legend, or any notice as of the foregoing legend delivered to record holders Close of book-entry shares, until the earlier of (i) Business on the Distribution Date (other than an Acquiring Person or (ii) any Associate or Affiliate of an Acquiring Person), at the Expiration address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights associated with such shares of Common Stock shall be represented solely by such certificates or registered Rights Certificates. The Company shall promptly notify the Rights Agent in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and registered holders of such shares of Common Stock shall also be writing upon the registered holders occurrence of the associated RightsDistribution Date and, and if such notification is given orally, the transfer of any of Company shall confirm the same in writing on or prior to the next Business Day. Until such Common Stock represented notice is received by such certificates or book-entries shall also constitute the transfer of the Rights associated with Agent, the Common Stock represented by such certificates or book entries. Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity and/or Class B Common Stock so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Friedman Billings Ramsey Group Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall Rights will be evidenced (subject to paragraph (b) of this Section 3) by the certificates for shares of the Common Stock registered in the names of the holders of shares of the 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 or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries)certificates, and (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify Stock (including a transfer to the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant informationCompany). As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, right certificates in substantially the form of Exhibit A B hereto (the "Rights Certificate”Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, 11(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) 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 On and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and the Rights shall be transferable separately from the Common StockCertificates. (b) Following As promptly as practicable following the Record Date, the Company will make available, or cause to be made available, send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by 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 (other than any Acquiring Person or any Related Person as defined in Section 7 hereof), the transfer of any Acquiring Person) who may so request, from time to time, prior to certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the Expiration Datetransfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; providedDate and, however, that Rights also shall be issued to the extent in certain circumstances as provided in Section 22 hereofof this Agreement, 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 substantially in the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Rights Agreement between TruBridgeNaPro BioTherapeutics, Inc. (the "Company") and Computershare American Stock Transfer and Trust Company, N.A. Company (or any successor the "Rights Agent), as rights agent (the “Rights Agent”") dated as of March 26November 8, 2024, as the same may be amended or supplemented from time to time 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by this 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) shall 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, any Rights that are Beneficially Owned issued to or held by any Person who is is, was or was becomes an Acquiring Person or a Related Person of an Acquiring Person any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain transferees on behalf of an Acquiring such Person or of by any such Related Person will subsequent holder, may become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawvoid. 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 or (ii) the Expiration Date, the Rights associated with such shares of the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, alone 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 or book entriescertificates. In the event If the Company purchases or acquires any shares of Common Stock after the Record Date but prior to before the Distribution Date, any Rights associated with such shares Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights rights associated with shares of Common Stock that are is no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Napro Biotherapeutics Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in shall also be deemed to be certificates for Rights) or by the case of current ownership statements issued with respect to uncertificated shares of Common Stock, by the book-entry account that evidences record ownership Stock in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall . (b) On or as promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will send by first-classCompany shall send, insured, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in substantially each case together with the form attached as Exhibit B (the “Summary of Rights”). Until the Distribution Date, to the surrender for transfer of any record holder certificate or Ownership Statement for shares of Common Stock (other than any Acquiring Person outstanding on the Record Date, with or any Related Person without a copy of any Acquiring Person) who may so requestthe Summary of Rights, from time to time, prior to shall also constitute the Expiration Datetransfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall be issued, without any further action, issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that become outstanding (whether originally may be issued upon the exercise or exchange of any Right) issued or from delivered by the Company’s treasury) Company after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, howeverand, that Rights also shall be issued to the extent provided in Section 22 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in the Section 382 Rights Agreement between TruBridge, Special Diversified Opportunities Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A. (or any successor Rights Agent)LLC, as rights agent (the “Rights Agent”) dated as of March 26April 28, 2024, 2016 and as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Special Diversified Opportunities Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. The Company will Special Diversified Opportunities Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, any Rights that are Beneficially Owned or were beneficially owned by any Person who is or was an Acquiring Person or a Related Person any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferablevoid. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to such certificates or Ownership Statements 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 or (ii) the Expiration Date, the Rights associated with such the shares of Common Stock represented by such certificates or registered in book-entry form Ownership Statements shall be evidenced by such certificates 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 Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates certificate or book entriesOwnership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), in accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) 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 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Section 382 Rights Agreement (Special Diversified Opportunities Inc.)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, Rights shall be evidenced (subject to Section 3(b)) by the certificates for representing the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders of 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) thereof (which certificates or book entries for representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entriesRights Certificates), (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificate certificates 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 Class A Common Stock) Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such the shares of Class A Common Stock and and/or Class B Common Stock represented by such certificates. (iiib) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall On or as promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will Company shall send by first-first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Distribution Record Date, at the address of such holder shown on the records of the CompanyCompany as of such date, one or more a copy of a Summary of Rights certificates, to Purchase Preferred Stock in substantially the form of attached as Exhibit C. With respect to certificates for Class A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of and Class B Common Stock has been made pursuant to Section 11 hereof, at the time of distribution outstanding as of the Rights CertificatesRecord Date, 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 until the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and certificates registered in the Rights shall be transferable separately from names of the Common Stock. (b) Following holders thereof together with the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that become outstanding may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (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 and the Expiration Date; provided, however, that Rights also shall be issued to the extent except as specially provided in Section 22 21 hereof, after the Distribution Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock or Class B Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Rights Agreement between TruBridgeHovnanian Enterprises, Inc. (the “Company”) and Computershare Trust CompanyNational City Bank, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26August 14, 2024, 2008 and as the same may be amended or supplemented from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Hovnanian Enterprises, Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will Hovnanian Enterprises, Inc. shall 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 as set forth in the Rights Agreement, any Rights that are Beneficially Owned or were beneficially owned by any Person who is or was an Acquiring Person or a Related Person any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferablevoid. (d) With respect Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any book-entry nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to such certificates containing the foregoing legend, or any notice as of the foregoing legend delivered to record holders Close of book-entry shares, until the earlier of (i) Business on the Distribution Date (other than an Acquiring Person or (ii) any Associate or Affiliate of an Acquiring Person), at the Expiration address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights associated with such shares of Common Stock shall be represented solely by such certificates or registered Rights Certificates. The Company shall promptly notify the Rights Agent in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and registered holders of such shares of Common Stock shall also be writing upon the registered holders occurrence of the associated RightsDistribution Date and, and if such notification is given orally, the transfer of any of Company shall confirm same in writing on or prior to the next Business Day. Until such Common Stock represented notice is received by such certificates or book-entries shall also constitute the transfer of the Rights associated with Agent, the Common Stock represented by such certificates or book entries. Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity and/or Class B Common Stock so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Hovnanian Enterprises Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be represented (subject to Section 3(b)) by the certificates representing the shares of Common Stock outstanding as of the Record DateStock, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in the case of uncertificated shares of Class A Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates Class B Common Stock or book entries for Class C Common Stock shall also be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entriesRights Certificates), (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock, Class B Common Stock or Class C Common Stock, and (iii) the surrender for transfer of any certificate certificates representing such shares of Common Stock (or, in the case of uncertificated shares of Class A Common Stock, the effectuation of a book-entry transfer of such shares of Class B Common Stock) , or Class C Common Stock or in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such the shares of Class A Common Stock, Class B Common Stock and or Class C Common Stock represented by such certificates. (iiib) On, or as reasonably practicable after, the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will Agent, on the Company’s behalf, shall send by first-first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock, Class B Common Stock or Class C Common Stock as of the Close of Business on the Distribution Record Date, at the address of such holder shown on the records of the CompanyCompany as of such date, one or more a copy of a Summary of Rights certificates, to Purchase Preferred Stock in substantially the form of attached as Exhibit C. With respect to certificates for Class A (the “Rights Certificate”)Common Stock, evidencing one Right for each share of Class B Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of or Class C Common Stock has been made pursuant to Section 11 hereof, at the time of distribution outstanding as of the Rights CertificatesRecord Date, 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 until the Distribution Date, the Rights will be evidenced solely represented by such certificates registered in the names of the holders thereof together with the Summary of Rights. Failure to provide notice of the Summary of Rights Certificates and the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make availableon a timely basis or at all, or cause to be made available, have and hold a copy of a such Summary of Rights, in substantially shall not invalidate the form attached as Exhibit Rights or impact their transfer with the underlying shares of Class A Common Stock, Class B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration DateClass C Common Stock. (c) Rights shall be issued, without any further action, issued by the Company in respect of all shares of Class A Common Stock, Class B Common Stock or Class C Common Stock (other than any shares of Class A Common Stock, Class B Common Stock or Class C Common Stock that become outstanding (whether originally may be issued upon the exercise or exchange of any Right) issued or from delivered by the Company’s treasury) Company after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, howeverprovided that pursuant to Section 21 hereof, that Rights also shall may be issued to after the extent provided in Section 22 hereofDistribution Date and before the Expiration Date. Certificates representing such shares of Class A Common Stock, Class B Common Stock or Class C Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rightsthem a legend, and shall bear a in addition to any legend required by the MGCL, the Company’s Charter or the Company’s bylaws, in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any national securities exchange or transaction reporting system on which the shares of Class A Common Stock, Class B Common Stock or Class C Common Stock may from time to time be listed or quoted: This certificate also evidences represents and entitles the holder hereof to certain rights Rights as set forth in the Rights Agreement between TruBridgeBimini Capital Management, Inc. (the “Company”) and Computershare Trust CompanyBroadridge Corporate Issuer Solutions, N.A. (or any successor Rights Agent)Inc., as rights agent (the “Rights Agent”) dated as of March 26December 21, 2024, 2015 and as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Bimini Capital Management, Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be evidenced redeemed, may be exchanged, may expire, may be amended, or may be represented by separate certificates and will no longer be evidenced represented by this certificate. The Company will Bimini Capital Management, Inc. shall 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 as set forth in the Rights Agreement, any Rights that are Beneficially Owned or were beneficially owned by any Person who is or was an Acquiring Person or a Related Person any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferablevoid. (d) With respect Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any book-entry nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to such certificates containing the foregoing legendClass B Common Stock and Class C Common Stock, or any notice as of the foregoing legend delivered to record holders Close of book-entry shares, until the earlier of (i) Business on the Distribution Date (other than an Acquiring Person or (ii) any Associate or Affiliate of an Acquiring Person), at the Expiration address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock, Class B Common Stock and Class C Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights associated with such shares of Common Stock shall be represented solely by such certificates or registered Rights Certificates. The Company shall promptly notify the Rights Agent in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and registered holders of such shares of Common Stock shall also be writing upon the registered holders occurrence of the associated RightsDistribution Date and, and if such notification is given orally, the transfer of any of Company shall confirm the same in writing on or prior to the next Business Day. Until such Common Stock represented notice is received by such certificates or book-entries shall also constitute the transfer of the Rights associated with Agent, the Common Stock represented by such certificates or book entries. Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock, Class B Common Stock and Class C Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock, Class B Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity and Class C Common Stock so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Bimini Capital Management, Inc.)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent Rights will be evidenced (subject to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced provisions of Section 3(b) hereof) by the certificates for representing shares of Common Stock registered in the names of the holders of shares of the 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 or book entries for Common Stock shall be deemed also to be certificates or book entries for the associated Rights) and not by separate certificates (or book entries)rights certificates, and (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying associated shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificate”Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the aggregate that number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (which such holder is entitled in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers the provisions of Rights are distributed and cash is paid in lieu of any fractional Rightsthis Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and the Rights shall be transferable separately from the Common Stockare redeemable only in accordance with Section 23 hereof. (b) Following the Record Date, the The Company will make available, or cause to be made available, caused a copy of a Summary of Rights to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates will be evidenced by 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 Distribution Date (or the earlier redemption, in substantially expiration or termination of the form attached as Exhibit B (Rights), the surrender for transfer of any of the certificates representing shares of the Common Stock outstanding on the Dividend Record Date, with or without a copy of the Summary of Rights”), to any record holder shall also constitute the transfer of the Rights associated with the Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Daterepresented by such certificate. (c) Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding issued (whether originally issued or delivered from the Company’s 's treasury) after the Dividend Record Date but prior to the earlier earliest of (i) the Distribution Date or Date, (ii) the Expiration Date; provided, however, that Rights also shall be issued to or (iii) the extent provided in Section 22 hereofredemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Rights) shall also be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following May 23, 2000 shall bear the following legend (or a legend substantially in the following form: form thereof): This certificate also evidences and entitles the holder hereof to certain rights as Rights set forth in the a Rights Agreement between TruBridge, Inc. the issuer and Fleet National Bank (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agentf/k/a The First National Bank of Boston), as rights agent Rights Agent (the "Rights Agent”) "), dated as of March 26June 6, 20241990, as the same may be amended or supplemented from time to time and restated on May 23, 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of both the Company. Under certain circumstances, as set forth in issuer and the Rights Agreement, such Rights (as defined in the Rights Agreement) shall be evidenced by separate certificates and will no longer be evidenced by this certificateAgent. The Company Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge after receipt of a upon written request thereforrequest. Under certain circumstances set forth in the Rights Agreement, any such Rights that are Beneficially Owned will be evidenced by separate certificates and will no longer be evidenced by this certificate. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by any Person who is is, was or was becomes, or acquires shares from, an Acquiring Person or a Related Person any Affiliate of an Acquiring Person (as each such terms are term is defined in the Rights Agreement) Agreement and generally relating to the ownership or certain transferees purchase of an Acquiring large shareholdings), whether currently held by or on behalf of such Person or of any such Related Person will Affiliate or by certain subsequent holders, may become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawvoid. 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) Until the Distribution Date or (ii) the Expiration Dateearlier redemption, expiration or termination of the Rights, the Rights associated with such shares of the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such the Common Stock certificates alone, or such registration in book-entry form, alone and the registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the surrender for 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 or book entriescertificate. In Rights shall be issued to the event the Company purchases or acquires any shares of Common Stock extent provided in Section 22 hereof after the Record Distribution Date but and prior to the Distribution Expiration Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Starrett L S Co)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall Rights will be evidenced (subject to PARAGRAPH (b) of this SECTION 3) by the certificates for shares of the Common Stock registered in the names of the holders of shares of the 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 or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries)certificates, and (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify Stock (including a transfer to the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant informationCompany). As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, right certificates in substantially the form of Exhibit A B hereto (the "Rights Certificate”Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, SECTION 11(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 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 On and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and the Rights shall be transferable separately from the Common StockCertificates. (b) Following As promptly as practicable following the Record Date, the Company will make available, or cause to be made available, send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B EXHIBIT C (the "Summary of Rights"), by first-class, postage prepaid mail, to any each record holder of the Common Stock (other than any Acquiring Person or any Related Person as of any Acquiring Person) who may so requestthe close of business on the Record Date, from time at the address of such holder shown on the records of the Company. With respect to timecertificates for the Common Stock outstanding as of the Record Date, prior to until the Expiration Distribution Date., the Rights will be evidenced by such certificates for the Common Stock and the registered (c) Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; providedDate and, however, that Rights also shall be issued to the extent in certain circumstances as provided in Section SECTION 22 hereofof this Agreement, 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 substantially in the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Rights Agreement between TruBridgeCapital Associates, Inc. (the "Company") and Computershare Trust Company, N.A. ChaseMellon Shareholder Services L. L. C. (or any successor the "Rights Agent), as rights agent (the “Rights Agent”") dated as of March 26November 7, 2024, as the same may be amended or supplemented from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by this 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) shall 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, any Rights that are Beneficially Owned issued to or held by any Person who is is, was or was becomes an Acquiring Person or a Related Person of an Acquiring Person any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain transferees on behalf of an Acquiring such Person or of by any such Related Person will subsequent holder, may become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawvoid. 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 or (ii) the Expiration Date, the Rights associated with such shares of the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, alone 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 or book entriescertificates. In the event If the Company purchases or acquires any shares of Common Stock after the Record Date but prior to before the Distribution Date, any Rights associated with such shares Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights rights associated with shares of Common Stock that are is no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Capital Associates Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, , (i) with respect subject to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record DateSection (3)(b) below, the Rights, unless earlier expired, redeemed or terminated, shall Rights will be evidenced by the certificates for shares of the Common Stock registered in the names of the holders of shares of the 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 or book entries for Common Stock shall will be deemed also to be certificates or book entries for the Rights) and not by separate certificates (or book entries)certificates, and (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify Stock (including a transfer to the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant informationCompany). As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit A B hereto (the “Rights Certificate”"RIGHTS CERTIFICATES"), evidencing one Right right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall will 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 the Rights shall be transferable separately from the Common StockCertificates. (b) Following As promptly as practicable following the Record Date, the Company will make available, or cause to be made available, send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the “Summary of Rights”"SUMMARY OF RIGHTS"), by first-class, postage prepaid mail, to any each record holder of the Common Stock (other than any Acquiring Person as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. The registered holders of the Common Stock as of the Record Date will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall will be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall will also be deemed to be certificates for Rights, and shall will bear a legend substantially in the following formlegend: "This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Rights Agreement between TruBridgeAlkermes, Inc. (the “Company”"COMPANY") and Computershare EquiServe Trust Company, N.A. (or any successor Rights Agentthe "RIGHTS AGENT"), as rights agent (the “Rights Agent”) dated as of March 26February 7, 2024, as the same may be amended or supplemented from time to time 2003 (the “Rights Agreement”"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 CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company 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, any Rights that are Beneficially Owned by issued to, or held by, any Person who is is, was or was becomes an Acquiring Person or a Related Person of an Acquiring Person any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain transferees on behalf of an Acquiring such Person or of by any such Related Person will subsequent holder, may become null and void and will no longer be transferablevoid. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of the Common Stock represented by such certificates or registered in book-entry form shall will likewise be evidenced by such certificates alone, or such registration in book-entry form, alone and registered holders of such shares of Common Stock shall will 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 will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rightscertificates. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Alkermes Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall 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 of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of Record Date, the Distribution Date and receives such information, Company or the Rights Agent will send shall mail, by first-first class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records, a copy of a Summary of Rights, in substantially the form of Exhibit A hereto. (b) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued or which become outstanding after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the surrender for transfer of the Rights associated with such shares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall (except as otherwise provided in Section 7(e)) mail, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, one or more certificates evidencing the Rights certificates("Rights Certificates"), in substantially the form of Exhibit A (the “Rights Certificate”)B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration DateCertificates. (c) Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding (whether originally which are issued or from sold by the Company’s treasury) Company after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold (i) pursuant to the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Expiration Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights also and Rights Certificate shall be issued if, and to the extent provided that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights and Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in Section 22 hereoflieu of the issuance thereof. Certificates issued after the Record Date representing such shares of Common Stock outstanding on the Record Date and shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall also be deemed have impressed, printed, or written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the a Rights Agreement between TruBridgeXxxxxx Xxxxxx VisionCare, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A. (or any successor as Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26November 16, 2024, as the same may be amended or supplemented from time to time 1999 (the "Rights ------ Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, any Rights that were, are Beneficially Owned or become beneficially owned by any Person who is Acquiring Persons or was an Acquiring Person their Associates or a Related Person of an Acquiring Person Affiliates (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferablethe holder of any of such Rights (including any subsequent holder) shall not have any right to exercise such Rights. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereofof this Agreement, neither the Company and Company, the Rights Agent may amend this Agreement nor anyone else shall have any obligation to provide for uncertificated issue any Rights Certificate to an Acquiring Person or to anyone else in addition to whose hands the Rights nominally represented by such Certificate shall be null and void either initially or in lieu connection with a request to register a transfer of Rights evidenced represented by a certificate previously issued. Furthermore, neither the Company, the Rights Certificates, Agent nor anyone else shall be obligated to issue Rights Certificates to any person making a tender offer which if consummated could render such person an Acquiring Person or to any Affiliate or Associate of such person until and unless the tender offer is withdrawn and the person shall have established to the extent permitted Company's reasonable satisfaction that such person does not intend to become an Acquiring Person. The Company shall be entitled to require any person claiming the right to receive a Rights Certificate to present such evidence as the Company shall require in good faith to establish to the Company's satisfaction that the Rights represented by applicable lawthat Certificate have not become null and void under the provisions in Section 7(e) or that the Company is not entitled to withhold such Certificate under the provisions of the preceding sentence.

Appears in 1 contract

Samples: Rights Agreement (Wesley Jessen Visioncare Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent Rights will be evidenced (subject to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced provisions of Sections 3(b) and 3(c) hereof) 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 of Common Stock, by the book-entry account that evidences record ownership of such shares) thereof (which certificates or book entries for Common Stock shall also be deemed also to be certificates or book entries for RightsRights Certificates) and not by separate certificates Rights Certificates, and Rights associated with any uncertificated shares of Common Stock shall be evidenced (or book entries)subject to Section 3(b) hereof) by the registration of such shares in the Company’s stock ledger in the names of the holders thereof (which registration shall also be deemed to be registration of the Rights Certificates) and not by separate Rights Certificates, and (ii) 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 right to receive Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock and (iii) the Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for shares of Common Stock (or uncertificated shares of Common Stock) shall promptly notify also constitute the surrender for transfer of the Rights Agent associated with the shares of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant informationCommon Stock represented thereby. As soon as practicable after the Rights Agent is notified of Distribution Date, the Distribution Date Company will prepare and receives such informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), Certificate evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, then 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 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 transferable separately from the Common Stockrecord holders thereof. (b) Following On the Record DateDate or as soon as practicable thereafter, the Company will make available, or cause to be made available, send a copy of the Summary of Rights by first- class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date that requests a Summary of Rights, at the address of such holder shown on the records of the Company’s transfer agent and registrar. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in substantially the form attached as Exhibit B (names of the holders thereof together with the Summary of Rights”), . With respect to any record holder uncertificated shares of Common Stock outstanding as of the Close of Business on the Record Date, until the Distribution Date, the Rights shall be evidenced by the registration of such Common Stock in the Company’s stock ledger in the names of the holders thereof and such registered holders shall also be the registered holders of the associated Rights. Until the Distribution Date (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so requestor, from time to timeif earlier, prior to the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby and the registration of transfer of ownership of any uncertificated shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of Rights associated with the Common Stock the ownership of which is so transferred. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any shares of Common Stock specifies to the contrary, Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding (whether originally are issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; providedDate or, however, that Rights also shall be issued to the extent 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 substantially in the following formlegend: This certificate also evidences and entitles In the holder hereof to certain rights as set forth in the Rights Agreement between TruBridge, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices case of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is initial transaction statement or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With subsequent periodic statements with respect to any book-entry uncertificated shares of Common Stock, such statements shall bear the following legend in (or a substantially similar form shall be included in a notice legend to the record holder of such shares to the extent required by applicable law. same effect): With respect to such certificates containing the foregoing legend, or 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 notice such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. With respect to such initial transaction statement or subsequent periodic statements containing the foregoing legend delivered to record holders of book-entry shareslegend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by with respect to which such certificates or registered in book-entry form statements are issued shall be evidenced solely by such certificates alone, or such the registration in book-entry form, and registered holders of ownership of such shares of Common Stock shall also be in the registered holders stock ledger of the associated RightsCompany, and the registration of transfer of any of ownership in such Common Stock represented by such certificates or book-entries stock ledger shall also constitute the transfer of the Rights associated with such shares, the Common Stock represented by such certificates or book entries. ownership of which is so transferred. (d) In the event that the Company 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 canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that which are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Safe Bulkers, Inc.)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall 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 of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder shareholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridge, Inc. Southwest Airlines Co. (the “Company”) and Computershare Equiniti Trust Company, N.A. LLC (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26July 2, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Southwest Airlines Co)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in shall also be deemed to be certificates for Rights) or by the case of current ownership statements issued with respect to uncertificated shares of Common Stock, by the book-entry account that evidences record ownership Stock in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall . (b) On or as promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will send by first-classCompany shall send, insured, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in substantially each case together with the form attached as Exhibit B (the “Summary of Rights”). Until the Distribution Date, to the surrender for transfer of any record holder certificate or Ownership Statement for shares of Common Stock (other than any Acquiring Person outstanding on the Record Date, with or any Related Person without a copy of any Acquiring Person) who may so requestthe Summary of Rights, from time to time, prior to shall also constitute the Expiration Datetransfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall be issued, without any further action, issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that become outstanding (whether originally may be issued upon the exercise or exchange of any Right) issued or from delivered by the Company’s treasury) Company after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, howeverand, that Rights also shall be issued to the extent provided in Section 22 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in the Section 382 Rights Agreement between TruBridgeX.X. Xxxxxx, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A. (or any successor Rights Agent)LLC, as rights agent (the “Rights Agent”) dated as of March 26August 19, 2024, 2009 and as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of X.X. Xxxxxx, Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. The Company will X.X. Xxxxxx, Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, any Rights that are Beneficially Owned or were beneficially owned by any Person who is or was an Acquiring Person or a Related Person any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawvoid. With respect to such certificates or Ownership Statements 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 or (ii) the Expiration Date, the Rights associated with such the shares of Common Stock represented by such certificates or registered in book-entry form Ownership Statements shall be evidenced by such certificates 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 Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates certificate or book entriesOwnership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), in accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) 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 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Section 382 Rights Agreement (Horton D R Inc /De/)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall Rights will be evidenced by the certificates for shares of the Common Stock registered in the names of the holders of shares of the 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 or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries)certificates, and (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify Stock (including a transfer to the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. Company). (b) As soon as practicable after the Company has notified the Rights Agent is notified of the occurrence of the Distribution Date and receives such informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such the holder shown on the records of the Company, one or more a Rights certificates, in substantially the form of Exhibit A certificate (the “Rights Certificate”"RIGHTS CERTIFICATE"), evidencing one Right (as adjusted from time to time prior to the Distribution Date pursuant to this Agreement) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common StockCertificates. (bc) Following As soon as practicable after the Record Date, the Company will make available, or cause to be made available, send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the “Summary of Rights”"SUMMARY OF RIGHTS"), by first-class, postage prepaid mail to any each record holder of the Common Stock (other than any Acquiring Person or any Related Person as of any Acquiring Person) who may so requestthe Close of Business on the Record Date, from time to time, prior to at the Expiration Dateaddress of the holder shown on the records of the Company. (cd) Rights shall be issued, without any further action, in respect of all shares of Certificates evidencing the Common Stock that become outstanding (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates evidencing Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN COMMONWEALTH ENERGY CORPORATION (THE "COMPANY") AND COMPUTERSHARE TRUST COMPANY, DATED AS OF JANUARY 4, 2002 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, THE 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 WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) BECOME NULL AND VOID AND THE HOLDER OF THOSE RIGHTS (INCLUDING ANY SUBSEQUENT HOLDER) SHALL NOT HAVE ANY RIGHT TO EXERCISE THE RIGHTS. (e) After the Distribution Date but prior to the Expiration Date, Rights shall only be issued in connection with the issue of Common Stock upon the exercise of stock options granted prior to the Distribution Date or pursuant to other benefits under any employee plan or arrangement established prior to the Distribution Date; provided, however, that Rights also shall be issued if, pursuant to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridge, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is option or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Dateother benefit plan, the Rights associated with such number of shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock issuable thereunder is adjusted after the Record Date but prior to the Distribution Date, any the number of Rights associated with such issuable upon issuance of the shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, equal only to the extent permitted by applicable lawnumber of shares which would have been issuable prior to the adjustment.

Appears in 1 contract

Samples: Rights Agreement (Commonwealth Energy Corp)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in shall also be deemed to be certificates for Rights) or by the case of current ownership statements issued with respect to uncertificated shares of Common Stock, by the book-entry account that evidences record ownership Stock in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall . (b) On or as promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will send by first-classCompany shall send, insured, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in substantially each case together with the form attached as Exhibit B (the “Summary of Rights”). Until the Distribution Date, to the surrender for transfer of any record holder certificate or Ownership Statement for shares of Common Stock (other than any Acquiring Person outstanding on the Record Date, with or any Related Person without a copy of any Acquiring Person) who may so requestthe Summary of Rights, from time to time, prior to shall also constitute the Expiration Datetransfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall be issued, without any further action, issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that become outstanding (whether originally may be issued upon the exercise or exchange of any Right) issued or from delivered by the Company’s treasury) Company after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, howeverand, that Rights also shall be issued to the extent provided in Section 22 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in the Section 382 Rights Agreement between TruBridgeUniTek Global Services, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A. (or any successor Rights Agent)LLC, as rights agent (the “Rights Agent”) dated as of March 26August 28, 2024, 2014 and as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of UniTek Global Services, Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. The Company will UniTek Global Services, Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, any Rights that are Beneficially Owned or were beneficially owned by any Person who is or was an Acquiring Person or a Related Person any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferablevoid. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to such certificates or Ownership Statements 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 or (ii) the Expiration Date, the Rights associated with such the shares of Common Stock represented by such certificates or registered in book-entry form Ownership Statements shall be evidenced by such certificates 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 Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates certificate or book entriesOwnership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), in accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the Company purchases or acquires any shares number of Rights per share of Common Stock after the Record Date but prior has been made pursuant to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e11(i) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.or

Appears in 1 contract

Samples: Section 382 Rights Agreement (UniTek Global Services, Inc.)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall 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 of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder shareholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock.with (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridge, Inc. Southwest Airlines Co. (the “Company”) and Computershare Equiniti Trust Company, N.A. LLC (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26July 2, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (ix) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall Rights will be evidenced by the certificates for shares of the Common Stock registered in the names of the holders of shares of the 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 or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries)certificates, (ii) 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 and (iiiy) the Rights will be transferable with and only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify Stock (including a transfer to the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant informationCompany). As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit A EXHIBIT B hereto (each a "RIGHTS CERTIFICATE" and, collectively, the “Rights Certificate”"RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common StockCertificates. (b) Following the Record Date, the The Company will make available, or cause to be made available, available a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B EXHIBIT C (the “Summary of Rights”"SUMMARY OF RIGHTS"), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) Rights who may so request, request from time to time. With respect to certificates for the Common Stock outstanding as of the Record Date or issued subsequent to the Record Date, prior to until the Distribution Date, the Rights will be evidenced by 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 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. (c) Subject to Section 22 hereof, Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become which are outstanding (whether originally on the Record Date and which are issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall (as soon as practicable following the Record Date) bear a legend substantially in the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Rights Agreement between TruBridgeCree, Inc. (the "Company") and Computershare American Stock Transfer & Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26May 30, 2024, 2002 (as the same it may be amended amended, modified or supplemented from time to time (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 Companyreference. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 Rights that are Beneficially Owned by any Person person who is is, was or was becomes an Acquiring Person or a Related Person of an Acquiring Person any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain transferees on behalf of an Acquiring Person such person or by any subsequent holder of any such Related Person will Rights, shall become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawvoid. 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 or (ii) the Expiration Date, the Rights associated with such shares of the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, alone and the 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rightscertificates. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Cree Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in shall also be deemed to be certificates for Rights) or by the case of current ownership statements issued with respect to uncertificated shares of Common Stock, by the book-entry account that evidences record ownership Stock in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall . (b) On or as promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will send by first-classCompany shall send, insured, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in substantially each case together with the form attached as Exhibit B (the “Summary of Rights”). Until the Distribution Date, to the surrender for transfer of any record holder certificate or Ownership Statement for shares of Common Stock (other than any Acquiring Person outstanding on the Record Date, with or any Related Person without a copy of any Acquiring Person) who may so requestthe Summary of Rights, from time to time, prior to shall also constitute the Expiration Datetransfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall be issued, without any further action, issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that become outstanding (whether originally may be issued upon the exercise or exchange of any Right) issued or from delivered by the Company’s treasury) Company after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, howeverand, that Rights also shall be issued to the extent provided in Section 22 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in the Section 382 Rights Agreement between TruBridgeXxxxx Healthcare Corporation and The Bank of New York Mellon, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26January 7, 2024, 2011 and as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Xxxxx Healthcare Corporation. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. The Company will Xxxxx Healthcare Corporation shall mail to the holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, any Rights that are Beneficially Owned or were beneficially owned by any Person who is or was an Acquiring Person or a Related Person any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawvoid. With respect to such certificates or Ownership Statements 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 or (ii) the Expiration Date, the Rights associated with such the shares of Common Stock represented by such certificates or registered in book-entry form Ownership Statements shall be evidenced by such certificates 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 Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates certificate or book entriesOwnership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information and documents, at the expense of the Company, send), in accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) 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 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Section 382 Rights Agreement (Tenet Healthcare Corp)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, : (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall Rights will be evidenced (subject to subsection (b)) by the certificates for shares of the Common Stock registered in the names of the holders of shares of the 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 or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries)certificates, and (ii) the surrender Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of the holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the 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 (as defined in Section 7), the transfer of any certificate certificates 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying those shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; providedDate and, however, that Rights also shall be issued to the extent in certain circumstances as provided in Section 22 hereof22, after the Distribution Date. Certificates representing such those shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Rights Agreement between TruBridge, Inc. L.B. Foster Company (the "Company") and Computershare Trust Company, N.A. American Stock Transfer & Xxxxx Xxxxany (or any successor the "Rights Agent), as rights agent (the “Rights Agent”") dated as of March 26May 15, 2024, as the same may be amended or supplemented from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by this reference and a copy of which is on file at the principal offices office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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, any Rights that are Beneficially Owned issued to or held by any Person who is is, was or was becomes an Acquiring Person or a Related Person of an Acquiring Person any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain transferees on behalf of an Acquiring such Person or of by any such Related Person will subsequent holder, may become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawvoid. 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 or (ii) the Expiration Date, the Rights associated with such shares of the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, alone 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 or book entriescertificates. In the event If the Company purchases or acquires any shares of Common Stock after the Record Date but prior to before the Distribution Date, any Rights associated with such shares Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights rights associated with shares of Common Stock that are is no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Foster L B Co)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (ix) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent Rights will be evidenced (subject to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced provisions of paragraph (b) of this Section 3) by the certificates for shares of the Common Stock registered in the names of the holders of shares of the 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 or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries)certificates, (ii) 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 and (iiiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify Stock (including a transfer to the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant informationCompany). As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationDate, the Rights Agent will send by first-class, insured, postage postage-prepaid 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 shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit A B hereto (the “Rights CertificateCertificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common StockCertificates. (b) Following the Record Date, the The Company will make available, or cause to be made availableas promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B C (the “Summary of Rights”), ) to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) Rights who may so request, request from time to time, time prior to the Expiration Date. With respect to certificates 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 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 (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. (c) Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding (whether originally which are issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Rights Agreement between TruBridge, Affordable Residential Communities Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor the Rights Agent), as rights agent Agent thereunder (the “Rights Agent”) dated as of March 26July 11, 2024, as the same may be amended or supplemented from time to time 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 CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by issued to, or held by, any Person who is is, was or was becomes an Acquiring Person or a Related Person of an Acquiring Person any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain transferees on behalf of an Acquiring such Person or of by any such Related Person will subsequent holder, may become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawvoid. 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 or (ii) the Expiration Date, the Rights associated with such shares of the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, alone 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rightscertificates. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Affordable Residential Communities Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent Rights will be evidenced (subject to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced provisions of Sections 3(b) and 3(c) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders of 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) thereof (which certificates or book entries for Common Stock shall also be deemed also to be certificates or book entries for RightsRights Certificates) and not by separate certificates (or book entries), Rights Certificates and (ii) 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 right to receive Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock and (iii) the Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock. The Company Shares shall promptly notify also constitute the surrender for transfer of the Rights Agent of a Distribution Date and request its transfer agent to give associated with the Rights Agent a stockholder list together with all other relevant informationCommon Shares represented thereby. As soon as practicable after the Rights Agent is notified of Distribution Date, the Distribution Date Company will prepare and receives such informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11 hereof, then 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 the Distribution Date, the Rights will (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and after registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and certificates registered in the Rights shall be transferable separately from names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock. (b) Following Shares outstanding on the Record Date, the Company will make available, with or cause to be made available, without a copy of a the Summary of Rights, in substantially shall also constitute the form attached as Exhibit B (transfer of the “Summary of Rights”), to any record holder of Rights associated with the Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration DateShares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued, without any further action, issued in respect of all shares of Common Stock Shares that become outstanding (whether originally are issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; providedDate or, however, that Rights also shall be issued to the extent in certain circumstances provided in Section 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 substantially in the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridgeTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PROXIM, Inc. INC. AND THE FIRST NATIONAL BANK OF BOSTON, AS THE RIGHTS AGENT, DATED AS OF MARCH 31, 1997, (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights AgentTHE "RIGHTS AGREEMENT"), as rights agent THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PROXIM, 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. PROXIM, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”AS SUCH TERMS ARE DEFINED IN 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 circumstancesWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawMAY BECOME NULL AND VOID. 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 or (ii) the Expiration Date, the Rights associated with such shares of the Common Stock Shares represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. such (d) In the event that the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that Shares which are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Preferred Shares Rights Agreement (Proxim Inc /De/)

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Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in shall also be deemed to be certificates for Rights) or by the case of current ownership statements issued with respect to uncertificated shares of Common Stock, by the book-entry account that evidences record ownership Stock in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following In connection with the Record Dateadoption of the Original Rights Agreement, the Company will make available, or cause to be made available, sent a copy of a Summary of Rights, in substantially accordance with Section 25 hereof, to each record holder of shares of Common Stock. With respect to shares of Common Stock outstanding as of the form attached as Exhibit B (Record Date, until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in each case together with the Summary of Rights”). Until the Distribution Date, to the surrender for transfer of any record holder certificate or Ownership Statement for shares of Common Stock (other than any Acquiring Person outstanding on the Record Date, with or any Related Person without a copy of any Acquiring Person) who may so requestthe Summary of Rights, from time to time, prior to shall also constitute the Expiration Datetransfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights have been and shall continue to be issued, without any further action, issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that become outstanding (whether originally may be issued upon the exercise or exchange of any Right) issued or from delivered by the Company’s treasury) Company after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, howeverand, that Rights also shall be issued to the extent provided in Section 22 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and which is not inconsistent with the provisions of this Agreement and which does not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement between TruBridgeOnvia, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agentrights agent), as rights agent (the “Rights Agent”) dated as of March 2620, 2024, 2017 and as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Onvia, Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. The Company will Onvia, Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, any Rights that are Beneficially Owned or were beneficially owned by any Person who is or was an Acquiring Person or a Related Person any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferablevoid. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to such certificates or Ownership Statements 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 or (ii) the Expiration Date, the Rights associated with such the shares of Common Stock represented by such certificates or registered in book-entry form Ownership Statements shall be evidenced by such certificates 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 Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates certificate or book entriesOwnership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (or the Rights Agent will, if requested to do so by the Company and provided with all necessary information and documentation, in form and substance reasonably satisfactory to the Rights Agent, send), in accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person) or the transfer agent or registrar for the shares of Common Stock, a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) 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 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Section 382 Rights Agreement (Onvia Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in shall also be deemed to be certificates for Rights) or by the case of current ownership statements issued with respect to uncertificated shares of Common Stock, by the book-entry account that evidences record ownership Stock in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall . (b) On or as promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will send by first-classCompany shall send, insured, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, at the address Rights associated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such holder shown shares of Common Stock registered in the names of the holders thereof, in each case together with the Summary of Rights. Until the Distribution Date, the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock outstanding on the records Record Date, with or without a copy of the CompanySummary of Rights, one shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or more Ownership Statement. (c) Rights certificatesshall be issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, and, to the extent provided in Section 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall have stamped on, impressed on, printed on, written on, or otherwise affixed to them a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of Exhibit A this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: “This [certificate/statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement by and between Xxxxxxx Industries, Inc. and Broadridge Corporate Issuer Solutions, Inc., dated as of July 1, 2019 and as amended from time to time (the “Rights CertificateAgreement”), evidencing the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Xxxxxxx Industries, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this [certificate/statement]. Xxxxxxx Industries, Inc. shall mail to the holder of this [certificate/statement] a copy of the Rights Agreement, as in With respect to such certificates or Ownership Statements containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates or Ownership Statements shall be represented by such certificates or Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested by the Company in writing, and if provided with all necessary information, send), in accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 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(a13(a) hereof) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced represented solely by such Rights Certificates and Certificates. The Company shall promptly notify the Rights shall be transferable separately from Agent in writing upon the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or the Expiration Date; provided, however, that Rights also shall be issued prior to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridge, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferablenext Business Day. (de) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Section 382 Rights Agreement (Schmitt Industries Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in shall also be deemed to be certificates for Rights) or by the case of current ownership statements issued with respect to uncertificated shares of Common Stock, by the book-entry account that evidences record ownership Stock in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall . (b) On or as promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will send by first-classCompany shall send, insured, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in substantially each case together with the form attached as Exhibit B (the “Summary of Rights”). Until the Distribution Date, to the surrender for transfer of any record holder certificate or Ownership Statement for shares of Common Stock (other than any Acquiring Person outstanding on the Record Date, with or any Related Person without a copy of any Acquiring Person) who may so requestthe Summary of Rights, from time to time, prior to shall also constitute the Expiration Datetransfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall be issued, without any further action, issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that become outstanding (whether originally may be issued upon the exercise or exchange of any Right) issued or from delivered by the Company’s treasury) Company after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, howeverand, that Rights also shall be issued to the extent provided in Section 22 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in the Section 382 Rights Agreement between TruBridgeOnvia, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent)N.A., as rights agent (the “Rights Agent”) dated as of March 26May 4, 2024, 2011 and as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Onvia, Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be evidenced by separate certificates and will no longer redeemed, may be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreementexchanged, as in effect on the date of mailingmay expire, without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementmay be amended, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable law. may With respect to such certificates or Ownership Statements 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 or (ii) the Expiration Date, the Rights associated with such the shares of Common Stock represented by such certificates or registered in book-entry form Ownership Statements shall be evidenced by such certificates 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 Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates certificate or book entriesOwnership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), in accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) 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 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Onvia Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in shall also be deemed to be certificates for Rights) or by the case of current ownership statements issued with respect to uncertificated shares of Common Stock, by the book-entry account that evidences record ownership Stock in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following In connection with the Record Dateadoption of the Original Rights Agreement, the Company will make available, or cause to be made available, sent a copy of a Summary of Rights, in substantially accordance with Section 25 hereof, to each record holder of shares of Common Stock. With respect to shares of Common Stock outstanding as of the form attached as Exhibit B (Record Date, until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in each case together with the Summary of Rights”). Until the Distribution Date, to the surrender for transfer of any record holder certificate or Ownership Statement for shares of Common Stock (other than any Acquiring Person outstanding on the Record Date, with or any Related Person without a copy of any Acquiring Person) who may so requestthe Summary of Rights, from time to time, prior to shall also constitute the Expiration Datetransfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights have been and shall continue to be issued, without any further action, issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that become outstanding (whether originally may be issued upon the exercise or exchange of any Right) issued or from delivered by the Company’s treasury) Company after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, howeverand, that Rights also shall be issued to the extent provided in Section 22 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in the Amended and Restated Section 382 Rights Agreement between TruBridgeOnvia, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent)N.A., as rights agent (the “Rights Agent”) dated as of March 26April 24, 2024, 2014 and as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Onvia, Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. The Company will Onvia, Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, any Rights that are Beneficially Owned or were beneficially owned by any Person who is or was an Acquiring Person or a Related Person any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferablevoid. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to such certificates or Ownership Statements 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 or (ii) the Expiration Date, the Rights associated with such the shares of Common Stock represented by such certificates or registered in book-entry form Ownership Statements shall be evidenced by such certificates 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 Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates certificate or book entriesOwnership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), in accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) 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 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Section 382 Rights Agreement (Onvia Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, shall also be deemed to be certificates for Rights) or in the case of uncertificated shares of Common StockStock registered in book entry form (“Book Entry Shares”), by the book-notation in book entry account that evidences record together with current ownership statements issued with respect to such uncertificated shares in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall . (b) On or as promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will send by first-classCompany shall send, insured, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in each case together with the Summary of Rights. Until the Distribution Date, the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall, without any further action, be issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, and, to the extent provided in Section 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall have stamped on, impressed on, printed on, written on, or otherwise affixed to them a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This [certificate/statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Tax Asset Protection Plan between Advanced Emissions Solutions, Inc. and Computershare Trust Company, N.A. (or the successor Rights Agent thereunder) dated as of May 5, 2017 and as amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the address principal executive offices of Advanced Emissions Solutions, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Plan. Under certain circumstances, as set forth in the Plan, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this [certificate/statement]. Advanced Emissions Solutions, Inc. shall mail to the holder shown of this [certificate/statement] a copy of the Plan, as in effect on the records date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Plan, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Plan) may become null and void. With respect to such certificates or Ownership Statements containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates or Ownership Statements shall be represented by such certificates or Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign (either by manual or facsimile signature) and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information and documents, at the expense of the Company, one or more Rights certificatessend), in substantially accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the form Close of Exhibit A Business on the Distribution Date (the “Rights Certificate”other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), evidencing a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 11(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(a13(a) hereof) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced represented solely by such Rights Certificates and Certificates. The Company shall promptly notify the Rights shall be transferable separately from Agent in writing upon the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or the Expiration Date; provided, however, that Rights also shall be issued prior to the extent provided in Section 22 hereofnext Business Day. Certificates representing Until such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in written notice is received by the Rights Agreement between TruBridge, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at Rights Agent may presume conclusively for all purposes that the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferableDistribution Date has not occurred. (de) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Tax Asset Protection Plan (Advanced Emissions Solutions, Inc.)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent Rights will be evidenced (subject to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced provisions of Sections 3(b) and 3(c) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders of shares of Common Stock (thereof or, in the case of uncertificated shares of Common Stock, by the Shares registered in book-entry account that evidences record form (“Book-Entry Shares”), by notation in book-entry accounts reflecting the ownership of such shares) Common Shares (which certificates or book entries for Common Stock and Book-Entry Shares, as applicable, shall also be deemed also to be certificates or book entries for RightsRights Certificates) and not by separate certificates (or book entries), Rights Certificates and (ii) 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 right to receive Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock and (iii) the Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Stock. The Company Shares or Book-Entry Shares shall promptly notify also constitute the surrender for transfer of the Rights Agent of a Distribution Date and request its transfer agent to give associated with the Rights Agent a stockholder list together with all other relevant informationCommon Shares represented thereby. As soon as practicable after the Rights Agent is notified of Distribution Date, the Distribution Date Company will prepare and receives such informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), Certificate evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, then 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 Common Shares, 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 transferable separately from the Common Stockrecord holders thereof. (b) Following On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date that requests a Summary of the Rights, at the address of such holder shown on the records of the Company’s transfer agent and registrar. With respect to certificates for Common Shares or Book-Entry Shares outstanding as of the Record Date, until the Company Distribution Date, the Rights will make availablebe evidenced by such certificates or Book-Entry Shares registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares or cause to be made availableBook-Entry Shares outstanding on the Record Date, with or without a copy of a the Summary of Rights, in substantially shall also constitute the form attached as Exhibit B (transfer of the “Summary of Rights”), to any record holder of Rights associated with the Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration DateShares represented thereby. (c) Unless the Board by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued, without any further action, issued in respect of all shares of Common Stock Shares that become outstanding (whether originally are issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; providedDate or, however, that Rights also shall be issued to the extent in certain circumstances provided in Section 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 substantially in the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridgeTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDERS RIGHTS AGREEMENT BETWEEN STALWART TANKERS INC. AND COMPUTERSHARE TRUST COMPANY, Inc. N.A., AS THE RIGHTS AGENT, DATED AS OF ●, 2014, (the THE Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “Rights AgreementRIGHTS AGREEMENT”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyTHE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF STALWART TANKERS INC. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. STALWART TANKERS INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights Agreement) shall be evidenced by separate certificates and will no longer be evidenced by this certificateAS 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 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any bookBook-entry shares of Common StockEntry Shares, such a legend in substantially similar form shall will be included in a notice to the record holder of such shares to the extent required by in accordance with applicable law. With respect to such certificates or Book-Entry Shares 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 or (ii) the Expiration Date, the Rights associated with such shares of the Common Stock Shares represented by such certificates or registered in bookBook-entry form Entry Shares shall be evidenced by such certificates or Book-Entry Shares 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 surrender for transfer of any of such Common Stock represented by such certificates certificate or bookBook-entries Entry Shares shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates or book entries. thereby. (d) In the event that the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that Shares which are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Shareholder Agreements (Stalwart Tankers Inc.)

Issuance of Rights Certificates. (a) Until the earlier of Prior to the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall Rights will be evidenced (subject to SECTION 3(B)) by the certificates for shares of the Common Stock and not by separate Rights Certificates (as defined below), and the registered in the names holders of the holders of 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 or book entries for Common Stock shall be deemed also to be certificates or book entries for the registered holders of the associated Rights) , and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify Stock (including a transfer to the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant informationCompany). As soon as practicable after the Company has notified the Rights Agent is notified of the occurrence of a Distribution Date Date, the Company will prepare and receives such informationexecute, the Rights Agent will countersign and the Company will send or cause to be sent, subject to SECTION 7(D), by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatesCertificate, in substantially the form of Exhibit A EXHIBIT B attached hereto (the “Rights Certificate”a "RIGHTS CERTIFICATE"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereofSECTION 11(P), then the Company shall, at the time of distribution of the Rights CertificatesCertificates to record holders of Common Stock as of the Close of Business on the Distribution Date, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofSECTION 14(A)) so that Rights Certificates representing only whole numbers of Rights are distributed to such holders and cash is paid to such holders in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and the Rights shall be transferable separately from the Common StockRight Certificates. (b) Following As soon as practicable after the Record Date, the Company will make available, or cause to be made available, send a copy of a Summary of Rights, Rights to Purchase Preferred Stock in substantially the form of EXHIBIT C attached as Exhibit B (the “Summary of Rights”)hereto, by first-class, postage prepaid mail, to any each record holder of the Common Stock (other than any Acquiring Person or any Related Person as of any Acquiring Person) who may so request, from time to time, prior to the Close of Business on the Record Date at the address of such holder shown on the records of the Company. Until the earlier of the Distribution Date and the Expiration Date, the Rights shall be evidenced by such certificates evidencing the Common Stock, and the registered holders of such Common Stock shall also be the registered holders of the associated Rights. (c) Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding (whether originally issued on original issuance or from the Company’s out of treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; provided, however, . Certificates for the Common Stock that Rights also become outstanding or shall be issued transferred or exchanged after the Record Date but prior to the extent provided in Section 22 hereof. Certificates representing such shares earlier of Common Stock the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, Rights and shall bear a legend substantially in have impressed on, printed on, written on or otherwise affixed to them the following formlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the a Rights Agreement between TruBridgePracticeWorks, Inc. (the "Company") and Computershare Trust CompanyStockTrans, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) Inc. dated as of March 26November 6, 2024, as the same may be amended or supplemented from time to time 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, any such Rights that are Beneficially Owned may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by, any Person who is is, was or was becomes an Acquiring Person or a Related Person of an Acquiring Person Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain transferees on behalf of an Acquiring such Person or of by any such Related Person will become subsequent holder, may be null and void and will no longer be transferablevoid. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, alone 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 or book entriesthereby. In the event If the Company purchases or acquires any shares of Common Stock after the Record Effective Date but prior to the Distribution Date, any Rights associated with such shares Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Practiceworks Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent Rights will be evidenced (subject to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced provisions of Sections 3(b) and 3(c) hereof) 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 of Common Stock, by the book-entry account that evidences record ownership of such shares) thereof (which certificates or book entries for shall also be deemed to be Rights Certificates) and/or by Book Entry Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), Rights Certificates and (ii) 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 right to receive Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock and (iii) the Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for shares of Common Stock (or any Book Entry Common Stock) shall promptly notify also constitute the surrender for transfer of the Rights Agent associated with the shares of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant informationCommon Stock represented thereby. As soon as practicable after the Rights Agent is notified of Distribution Date, the Distribution Date Company will prepare and receives such informationexecute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), Certificate evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, then 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 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 transferable separately from the Common Stockrecord holders thereof. (b) Following On the Record Date or as soon as practicable thereafter, the Company will file with the Securities and Exchange Commission a copy of this Agreement, including the Summary of Rights. With respect to certificates for shares of Common Stock (or any Book Entry Common Stock) outstanding as of the Record Date, until the Company Distribution Date, the Rights will make availablebe evidenced by such certificates (or any Book Entry Common Stock) registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock (or cause to be made availableany Book Entry Common Stock) outstanding on the Record Date, with or without a copy of a the Summary of Rights, in substantially shall also constitute the form attached as Exhibit B (transfer of the “Summary of Rights”), to any record holder Rights associated with the shares of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Daterepresented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any shares of Common Stock specifies to the contrary, Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding (whether originally are issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; providedDate or, however, that Rights also shall be issued to the extent 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 substantially in the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridge, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Book Entry Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by in accordance with applicable law. With respect to such certificates containing the foregoing legend, legend or any notice of the foregoing legend delivered to record holders of book-entry sharesBook Entry Common Stock, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with such the shares of Common Stock represented by such certificates or registered in book-entry form Book Entry Common Stock shall be evidenced by such certificates alone, or such registration in book-entry form, and registered holders of such shares of Book Entry Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificate or Book Entry Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates or book entries. thereby. (d) In the event that the Company 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 canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that which are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Stockholders Rights Agreement (Navios Maritime Holdings Inc.)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall Rights will be evidenced (subject to paragraph (b) of this Section 3) by the certificates for shares of the Common Stock registered in the names of the holders of shares of the 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 or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries)certificates, and (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify Stock (including a transfer to the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant informationCompany). As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationDate, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, right certificates in substantially the form of Exhibit A B hereto (the "Rights Certificate”Certificates"), evidencing one Right for each share of Common Stock so heldsold, subject to adjustment as provided herein. In the event that any If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, 11(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) 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 On and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and the Rights shall be transferable separately from the Common StockCertificates. (b) Following As promptly as practicable following the Record Date, the Company will make available, or cause to be made available, send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by 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 (other than any Acquiring Person or any Related Person as defined in Section 7 hereof), the transfer of any Acquiring Person) who may so request, from time to time, prior to certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the Expiration Datetransfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; providedDate and, however, that Rights also shall be issued to the extent in certain circumstances as provided in Section 22 hereofof this Agreement, 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 substantially in the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the Rights Agreement between TruBridgeNaPro BioTherapeutics, Inc. (the "Company") and Computershare American Stock Transfer and Trust Company, N.A. Company (or any successor the "Rights Agent), as rights agent (the “Rights Agent”") dated as of March 26November 8, 20241996 (the "Rights Agreement"), as the same may be amended or supplemented from time to time (the “Rights Agreement”)and restated as of September 25, 2001, the terms of which are hereby incorporated herein by this 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) shall 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, any Rights that are Beneficially Owned issued to or held by any Person who is is, was or was becomes an Acquiring Person or a Related Person of an Acquiring Person any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain transferees on behalf of an Acquiring such Person or of by any such Related Person will subsequent holder, may become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable lawvoid. 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 or (ii) the Expiration Date, the Rights associated with such shares of the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, alone 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 or book entriescertificates. In the event If the Company purchases or acquires any shares of Common Stock after the Record Date but prior to before the Distribution Date, any Rights associated with such shares Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights rights associated with shares of Common Stock that are is no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Napro Biotherapeutics Inc)

Issuance of Rights Certificates. (a) Until the earlier of Prior to the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall Rights will be evidenced by the certificates for shares of the Common Stock and not by separate Rights Certificates (as hereinafter defined) and the registered in the names holders of the holders of 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 or book entries for Common Stock shall be deemed also to be certificates or book entries for the registered holders of the associated Rights) , and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified Record Date, the Company will send a copy of the Distribution Date and receives such informationSummary of Rights substantially in the form of Exhibit B hereto, the Rights Agent will send by first-class, insuredclass mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close close of Business business on the Record Date at the address of such holder shown on the records of the Company. Prior to the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date and has provided the Rights Agent with a list of the holders of the Company’s Common Stock, the Rights Agent will send, by first-class insured mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Acquiring Person or any Affiliate or Associate thereof), at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereofthe Company shall, 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 From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration DateCertificates. (c) Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding as of the Record Date or issued (whether originally issued on original issuance or from the Company’s out of treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided. In addition, however, that Rights also shall be issued to in connection with the extent provided in Section 22 hereof. Certificates representing such issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Rights Certificate shall also be deemed to be certificates for Rightsissued if, and to the extent that, (i) the Company shall bear be advised by counsel that such issuance would create a legend substantially significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the a Rights Agreement between TruBridge, Inc. Bayou Steel Corporation (the "Company") and Computershare Continental Stock Transfer & Trust CompanyCompany dated May 27, N.A. (or any successor Rights Agent), 2004 and as rights agent (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, any such Rights that are Beneficially Owned may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by, any Person who is is, was or was becomes an Acquiring Person or a Related Person of an Acquiring Person Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain transferees on behalf of an Acquiring such Person or of by any such Related Person will become subsequent holder, may be null and void and will no longer be transferablevoid. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Bayou Steel Corp)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in shall also be deemed to be certificates for Rights) or by the case of current ownership statements issued with respect to uncertificated shares of Common Stock, by the book-entry account that evidences record ownership Stock in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall . (b) On or as promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will send by first-classCompany shall send, insured, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in substantially each case together with the form attached as Exhibit B (the “Summary of Rights”). Until the Distribution Date, to the surrender for transfer of any record holder certificate or Ownership Statement for shares of Common Stock (other than any Acquiring Person outstanding on the Record Date, with or any Related Person without a copy of any Acquiring Person) who may so requestthe Summary of Rights, from time to time, prior to shall also constitute the Expiration Datetransfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall be issued, without any further action, issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that become outstanding (whether originally may be issued upon the exercise or exchange of any Right) issued or from delivered by the Company’s treasury) Company after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, howeverand, that Rights also shall be issued to the extent provided in Section 22 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in the Section 382 Rights Agreement between TruBridge, Special Diversified Opportunities Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A. (or any successor Rights Agent)LLC, as rights agent (the “Rights Agent”) dated as of March 26October 16, 2024, 2014 and as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Special Diversified Opportunities Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. The Company will Special Diversified Opportunities Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, any Rights that are Beneficially Owned or were beneficially owned by any Person who is or was an Acquiring Person or a Related Person any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferablevoid. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to such certificates or Ownership Statements 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 or (ii) the Expiration Date, the Rights associated with such the shares of Common Stock represented by such certificates or registered in book-entry form Ownership Statements shall be evidenced by such certificates 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 Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates certificate or book entriesOwnership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), in accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) 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 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Section 382 Rights Agreement (Special Diversified Opportunities Inc.)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall 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 of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridgeFarmers & Merchants Bancshares, Inc. (the “Company”) and Computershare Equiniti Trust Company, N.A. LLC (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26July 30, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Farmers & Merchants Bancshares, Inc.)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall 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 of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) the surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between TruBridgeFarmers & Merchants Bancshares, Inc. (the “Company”) and Computershare Equiniti Trust Company, N.A. LLC (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26July 30, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 effect on the date of mailing, without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, : (i) with the Rights shall be issued in respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, and shall be evidenced by the certificates for representing the shares of Common Stock registered in issued and outstanding on the names of the holders of shares of Common Stock (Record Date or, in the case of uncertificated uncertified Common Shares registered in book entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such Common Stock, and shares of Common StockStock issued or which become outstanding after the Record Date and prior to the earliest of the Distribution Date, by the book-entry account that evidences record ownership of such shares) Redemption Date, the Exchange Date and the Expiration Date (which certificates or book entries for Common Stock and Book Entry Shares shall be deemed to also to be certificates or book entries for evidencing the Rights) ), and not by separate certificates (or book entries), certificates; (ii) 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 registered holders of such shares of Common Stock) in respect of which Rights have been issued Stock shall also constitute be the transfer registered holders of the Rights associated with such shares of Common Stock shares; and (iii) the Rights will shall be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company , and the surrender for transfer of any certificate for such shares of Common Stock shall promptly notify also constitute the surrender for transfer of the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together associated with all other relevant informationsuch shares. As soon as practicable after the Company has notified the Rights Agent is notified of the occurrence of the Distribution Date and receives such informationDate, the Rights Agent will send shall, at the expense of the Company (except as otherwise provided in Section 7(e)), mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, one or more certificates evidencing the Rights certificates("Rights Certificates"), in substantially the form of Exhibit A (the “Rights Certificate”)B hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and the Rights shall be transferable separately from the Common StockCertificates. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, issued in respect of all shares of Common Stock that become outstanding (whether originally which are issued or from sold by the Company’s treasury) Company after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold (i) pursuant to the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Expiration Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights also and Rights Certificate shall be issued if, and to the extent provided that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in Section 22 hereoflieu of the issuance thereof. Certificates issued after the Record Date representing such shares of Common Stock outstanding on the Record Date and shares of Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall also be deemed have impressed, printed, or written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in the a Rights Agreement between TruBridge, Inc. Spherix Incorporated (the "Company") and Computershare Trust CompanyEquity Stock Transfer, N.A. (or any successor LLC as Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26January 1, 20242013, as amended and restated between the same may be amended or supplemented from time to time Company and Transfer Online, Inc., as Rights Agent, on May 23, 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 executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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, Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, any Rights that were, are Beneficially Owned or become beneficially owned by any Person who is Acquiring Persons or was an Acquiring Person their Associates or a Related Person of an Acquiring Person Affiliates (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferable. the holder of any of such Rights (dincluding any subsequent holder) shall not have any right to exercise such Rights. With respect to any book-entry shares of Common StockBook Entry Shares, such a legend in substantially similar form shall will be included in a notice to the record holder of such shares to the extent required by in accordance with applicable law. With respect to such certificates containing Notwithstanding this Section 3(b), the foregoing legend, or any notice omission of the foregoing legend delivered to record holders of book-entry shares, until the earlier of (i) the Distribution Date or (ii) the Expiration Daterequired hereby, the Rights associated with such shares inclusion of Common Stock represented by such certificates a legend that makes reference to a rights agreement other than this Agreement or registered in book-entry form shall be evidenced by such certificates 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 or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior failure to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall provide notice thereof will not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights. (ec) Notwithstanding any other provision hereofof this Agreement, neither the Company and Company, the Rights Agent may amend this Agreement nor anyone else shall have any obligation to provide for uncertificated issue any Rights Certificate to an Acquiring Person or to anyone else in addition to whose hands the Rights nominally represented by such Certificate shall be null and void either initially or in lieu connection with a request to register a transfer of Rights evidenced represented by a certificate previously issued. Furthermore, neither the Company, the Rights Certificates, Agent nor anyone else shall be obligated to issue Rights Certificates to any person making a tender offer which if consummated could render such person an Acquiring Person or to any Affiliate or Associate of such person until and unless the tender offer is withdrawn and the person shall have established to the extent permitted Company's reasonable satisfaction that such person does not intend to become an Acquiring Person. The Company shall be entitled to require any person claiming the right to receive a Rights Certificate to present such evidence as the Company shall require in good faith to establish to the Company's satisfaction that the Rights represented by applicable lawthat Certificate have not become null and void under the provisions in Section 7(e) or that the Company is not entitled to withhold such Certificate under the provisions of the preceding sentence.

Appears in 1 contract

Samples: Rights Agreement (Spherix Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in shall also be deemed to be certificates for Rights) or by the case of current ownership statements issued with respect to uncertificated shares of Common Stock, by the book-entry account that evidences record ownership Stock in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall . (b) On or as promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will send by first-classCompany shall send, insured, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in each case together with the Summary of Rights. Until the Distribution Date, the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall be issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, and, to the extent provided in Section 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall have stamped on, impressed on, printed on, written on, or otherwise affixed to them a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This [certificate/statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Tax Asset Protection Plan between AOL Inc. and Computershare Trust Company, N.A., dated as of August 27, 2012 and as amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the address principal executive offices of AOL Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Plan. Under certain circumstances, as set forth in the Plan, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this [certificate/statement]. AOL Inc. shall mail to the holder shown of this [certificate/statement] a copy of the Plan, as in effect on the records date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Plan, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Plan) may become null and void. With respect to such certificates or Ownership Statements containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates or Ownership Statements shall be represented by such certificates or Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information and documents, at the expense of the Company, one or more Rights certificatessend), in substantially accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the form Close of Exhibit A Business on the Distribution Date (the “Rights Certificate”other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), evidencing a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 11(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(a13(a) hereof) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced represented solely by such Rights Certificates and Certificates. The Company shall promptly notify the Rights shall be transferable separately from Agent in writing upon the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or the Expiration Date; provided, however, that Rights also shall be issued prior to the extent provided in Section 22 hereofnext Business Day. Certificates representing Until such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in notice is received by the Rights Agreement between TruBridge, Inc. (the “Company”) and Computershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26, 2024, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at Rights Agent may presume conclusively that the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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 after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferableDistribution Date has not occurred. (de) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by 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 or (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and 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 or book entries. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Tax Asset Protection Plan (AOL Inc.)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of On the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall 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 of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As as ------------------------------- soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationthereafter, the Rights Agent Company will send a copy of a Summary of Rights to Purchase Series One Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Distribution Record Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right . With respect to certificates for each share of Common Stock so held, subject to adjustment Shares outstanding as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the Rights CertificatesRecord Date, 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 until the Distribution Date, the Rights will be evidenced solely by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights Certificates and attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights shall be transferable separately from associated with the Common StockShares represented thereby. No certificate for Common Shares that becomes outstanding after the earliest of the Redemption Date, Distribution Date or Final Expiration Date will entitle the holder thereof to receive a Rights Certificate. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any record holder of Certificates for Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued, without any further action, in respect of all shares of Common Stock Shares that become outstanding (whether originally issued or from including, without limitation, reacquired Common Shares referred to in the Company’s treasurylast sentence of this paragraph (b)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date; providedDate shall have impressed on, howeverprinted on, that Rights also shall be issued written on or otherwise affixed to the extent provided in Section 22 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in them the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the a Rights Agreement between TruBridge, Inc. (the “Company”) Company and Computershare Trust Company, N.A. (or any successor Registrar and Rights Agent), as rights agent (the “Rights Agent”) dated as of March 26June 20, 2024, as the same may be amended or supplemented from time to time 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall 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, Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by issued to, or held by, any Person who is is, was or was becomes an Acquiring Person or a Related Person of an Acquiring Person any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain transferees on behalf of an Acquiring such Person or of by any such Related Person will subsequent holder, may become null and void void. The Rights shall not be exercisable, and will no longer be transferable. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included void so long as held by a holder in a notice any jurisdiction where the requisite qualification to the record holder issuance to such holder, or the exercise by such holder, of the Rights in such shares to the extent required by applicable lawjurisdiction shall not have been obtained or be obtainable. 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 or (ii) the Final Expiration Date, the Rights associated with such shares of the Common Stock Shares represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such Common Stock represented by such certificates or book-entries certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates or book entriesthereby. In the event that the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that Shares which are no longer outstanding. The omission . (c) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person, other than an Exempt Person, of, or of the first public announcement of the intention of any legend described Person, other than an Exempt Person, to commence, a tender or exchange offer the consummation of which would result in this Section 3 shall not affect any Person becoming an Acquiring Person (including any such date which is after the status, validity or enforceability of any part date of this Agreement or and prior to the rights of any holder issuance of the Rights. ; the earlier of such dates being herein referred to as the "Distribution Date"), (ex) Notwithstanding any other provision the Rights will be evidenced (subject to the provisions of Section 3(a) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent may amend this Agreement will, if requested, send) by first-class, insured, postage-prepaid mail, to provide each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate, in substantially the form of Exhibit B hereto (a "Rights Certificate"), evidencing one Right for uncertificated each Common Share so held. As of the Distribution Date, the Rights in addition to or in lieu of Rights will be evidenced solely by such Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Rights Agreement (Carey International Inc)

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates for shares of Common Stock registered in the names of the record holders of thereof (which certificates representing such shares of Common Stock (or, in shall also be deemed to be certificates for Rights) or by the case of current ownership statements issued with respect to uncertificated shares of Common Stock, by the book-entry account that evidences record ownership Stock in lieu of such sharescertificates (“Ownership Statements”) (which certificates or book entries for Common Stock Ownership Statements shall be deemed also to be certificates or book entries for Rights) and not by separate certificates (or book entries), (ii) 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 and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Company shall . (b) On or as promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such informationRecord Date, the Rights Agent will send by first-classCompany shall send, insured, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 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 the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in substantially each case together with the form attached as Exhibit B (the “Summary of Rights”). Until the Distribution Date, to the surrender for transfer of any record holder certificate or Ownership Statement for shares of Common Stock (other than any Acquiring Person outstanding on the Record Date, with or any Related Person without a copy of any Acquiring Person) who may so requestthe Summary of Rights, from time to time, prior to shall also constitute the Expiration Datetransfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall be issued, without any further action, issued by the Company in respect of all shares of Common Stock (other than any shares of Common Stock that become outstanding (whether originally may be issued upon the exercise or exchange of any Right) issued or from delivered by the Company’s treasury) Company after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date; provided, howeverand, that Rights also shall be issued to the extent provided in Section 22 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall also be deemed have stamped on, impressed on, printed on, written on, or otherwise affixed to be certificates for Rights, and shall bear them a legend in substantially in the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in the Section 382 Rights Agreement by and between TruBridgeRubicon Technology, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A. (or any successor Rights Agent)LLC, as rights agent (the “Rights Agent”) dated as of March 26December 18, 2024, 2017 and as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Rubicon Technology, Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) shall may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this [certificate/statement]. The Company will Rubicon Technology, Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, any Rights that are Beneficially Owned or were beneficially owned by any Person who is or was an Acquiring Person or a Related Person any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will may become null and void and will no longer be transferablevoid. (d) With respect to any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to such certificates or Ownership Statements 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 or (ii) the Expiration Date, the Rights associated with such the shares of Common Stock represented by such certificates or registered in book-entry form Ownership Statements shall be evidenced by such certificates 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 Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates certificate or book entriesOwnership Statement. (d) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested by the Company in writing, and if provided with all necessary information, send), in accordance with Section 25 hereof, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) 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 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. (e) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity so purchased or enforceability of any part of this Agreement or the rights of any holder of the Rightsacquired. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Appears in 1 contract

Samples: Section 382 Rights Agreement (Rubicon Technology, Inc.)

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