Common use of Issuance of Rights Certificates Clause in Contracts

Issuance of Rights Certificates. As soon as practicable after the Distribution Date, the Company shall prepare and execute, and the Rights Agent will countersign and, at the Company's expense, 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 registry books for the Common Stock of the Company, one or more rights certificates, in substantially the form of EXHIBIT B hereto (the "RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the 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.

Appears in 2 contracts

Samples: Rights Agreement (Exchange National Bancshares Inc), Rights Agreement (Exchange National Bancshares Inc)

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Issuance of Rights Certificates. (a) Until the Distribution Date, the Rights will be evidenced by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and the Rights will be transferred with and only with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and the Rights Agent will countersign and, at the Company's expense, send by first-classclass 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 registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of EXHIBIT B Exhibit A hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(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.

Appears in 2 contracts

Samples: Rights Agreement (Met Pro Corp), Rights Agreement (Toys R Us Inc)

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced by the certificates for Common Stock registered in the name of the record holders thereof (which certificates representing Common Stock will also be deemed to be Rights Certificates), (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock, and (iii) the surrender or transfer of any certificates representing such shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will countersign andwill, if requested, send, at the expense of the Company's expense), send by first-class, insuredfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the registry books for the Common Stock of the Companysuch records, one or more rights certificates, a certificate in substantially the form of EXHIBIT B hereto provided by Section 4 hereof (the "RIGHTS CERTIFICATES"a “Rights Certificate”), evidencing one (1) 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 an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates.

Appears in 2 contracts

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

Issuance of Rights Certificates. (a) Until the Distribution Date, the Rights will be evidenced by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and the Rights will be transferred with and only with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and the Rights Agent will countersign and, at the Company's expense, 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 registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of EXHIBIT B Exhibit A hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(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.

Appears in 2 contracts

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

Issuance of Rights Certificates. (a) 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 Company shall prepare and execute, and the Rights Agent will countersign andAgent, at the expense of the Company's expense, send shall (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 registry books for the Common Stock of the Companysuch records, one or more rights certificatescertificates evidencing the Rights ("Rights Certificates"), in substantially the form of EXHIBIT Exhibit B hereto (the "RIGHTS CERTIFICATES")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 an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Appears in 2 contracts

Samples: Rights Agreement (Dean Foods Co), Rights Agreement (Dean Foods Co)

Issuance of Rights Certificates. (a) 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 Company shall prepare and execute, and the Rights Agent will countersign andshall, at the Company's expenseexpense of the Company (except as otherwise provided in Section 7(e)), send 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 registry books for the Common Stock of the Companysuch records, one or more rights certificatescertificates evidencing the Rights (“Rights Certificates”), in substantially the form of EXHIBIT Exhibit B hereto (the "RIGHTS CERTIFICATES")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 an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Appears in 1 contract

Samples: Rights Agreement (Motorola Inc)

Issuance of Rights Certificates. (a) Until the Distribution Date, the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and the Rights will be transferred with and only with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and the Rights Agent will countersign and, at the Company's expense, send by first-classclass 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 registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of EXHIBIT B Exhibit A hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the 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.

Appears in 1 contract

Samples: Rights Agreement (Insight Enterprises Inc)

Issuance of Rights Certificates. (a) Until the Distribution Date, the Rights will be evidenced by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and the Rights will be transferred with and only with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and the Rights Agent will countersign and, at the Company's expense, send by first-classclass 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 registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of EXHIBIT B Exhibit A hereto (the "RIGHTS CERTIFICATESRights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the 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.

Appears in 1 contract

Samples: Rights Agreement (Xerox Corp)

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Issuance of Rights Certificates. (a) 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 Company shall prepare and execute, and the Rights Agent will countersign andshall (except as otherwise provided in Section 7(e)) mail, at the expense of the Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the registry books for the Common Stock of the Companysuch records, one or more rights certificatescertificates evidencing the Rights ("Rights Certificates"), in substantially the form of EXHIBIT Exhibit B hereto (the "RIGHTS CERTIFICATES")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 an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Appears in 1 contract

Samples: Rights Agreement (Navistar International Corp /De/New)

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates for Common Shares registered in the names of the holders of such certificates (which certificates will also be deemed to be Rights Certificates as provided in Section 3(b) of this Agreement) and not by separate Rights Certificates, and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. The Company shall give the Rights Agent prior written notice of the Distribution Date and the circumstances giving rise thereto. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will countersign andwill, at the Company's expenseif requested, send send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares (except as otherwise provided in Section 11(a)(iii) of this Agreement) as of the Close of Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of EXHIBIT B hereto (the "RIGHTS CERTIFICATES"), a Rights Certificate evidencing one Right for each share of Common Stock Share so held, subject to adjustment such adjustments as are provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the 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.

Appears in 1 contract

Samples: Rights Agreement (Usf Corp)

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and the Rights Agent will countersign and, at the Company's expense, send by first-first class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of EXHIBIT B hereto (the "RIGHTS CERTIFICATES")Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights 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 an amount in cash calculated in accordance with Section 14(a) hereof 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.

Appears in 1 contract

Samples: Rights Agreement (Chad Therapeutics Inc)

Issuance of Rights Certificates. (a) Until the Distribution Date, the Rights will be evidenced by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and the Rights will be transferred with and only with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and the Rights Agent will countersign and, at the Company's expense, send by first-classclass 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 registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of EXHIBIT B Exhibit A hereto (the "RIGHTS CERTIFICATES"“Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the 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.

Appears in 1 contract

Samples: Rights Agreement (Xerox Corp)

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and the Rights Agent will countersign and, at the Company's expense, 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 registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of EXHIBIT B hereto (the "RIGHTS CERTIFICATES")Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights 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 an amount in cash calculated in accordance with Section 14(a) hereof 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.

Appears in 1 contract

Samples: Rights Agreement (Penederm Inc)

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