Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (or such later date as may be determined by the Board of Directors of the Company) after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) With respect to certificates for Voting Shares outstanding as of the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company. (c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.
Appears in 3 contracts
Samples: Rights Agreement (Orient Express Hotels LTD), Rights Agreement (Orient Express Hotels LTD), Rights Agreement (Orient Express Hotels LTD)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth Close of Business on the twentieth day after following a Flip-In Event where the Shares Acquisition Date right of redemption has not been reinstated pursuant to Section 23(a)(ii), or (ii) the Close of Business on the tenth day Business Day (or unless this Agreement is amended prior to the time that any Person becomes an Acquiring Person to increase such later date as may be determined by the Board number of Directors of the CompanyBusiness Days) after the date of the commencement of, that a tender or of the first public announcement of the intention of exchange offer by any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan (whether or not subject to any of the provisions of ERISA as amended from time to time) of the Company or of any Subsidiary of the Company or any entity holding Voting Shares organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender is first published or exchange offer sent or given within the consummation meaning of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more Rule 14d-2(a) of the total voting rights which may General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person would be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates (i) or (ii) being herein referred to as the "Distribution Date"), ) (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Voting Shares the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (yz) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice underlying shares of Common Stock (including, without limitation, a transfer to the Distribution DateCompany). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-postage prepaid mail, to each record holder of Voting Shares as of the close of business Common Stock on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, one or more right certificates in substantially the form of Exhibit B A hereto (a the "Right CertificateCertificates"), ) evidencing one Right for each Voting Share 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), at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares the Common Stock outstanding as of the Record Date and thereafterDate, until the Distribution Date, Date the Rights will be evidenced by such certificates for the Common Stock and the registered in the names holders of the Common Stock shall also be the registered holders thereofof the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate of the certificates for Voting Shares outstanding on the Record Date Common Stock shall also constitute the transfer of the Rights associated with the Voting Shares Common Stock represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Companycertificates.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence Common Stock issued after the date of this paragraph (c)) after the Record Date Agreement but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a the Stockholders Rights Agreement between OrientXxxx-Express Hotels Ltd. Xxxxx Company and Fleet Norwest Bank Minnesota, National Bank, Association dated as of June 1February 13, 2000 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of OrientXxxx-Express Hotels Ltd. Xxxxx Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. OrientXxxx-Express Hotels Ltd. Xxxxx Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. As described in the Rights AgreementUnder certain circumstances, Rights issued to to, or held by an Acquiring Persons Person, an Adverse Person or Affiliates or Associates thereof (as such terms are defined in the Rights Agreement) shall and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Voting Shares Common Stock represented by such certificates shall be evidenced by such certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Voting Shares Common Stock represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with by such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstandingcertificates.
Appears in 2 contracts
Samples: Stockholder Rights Agreement (Nash Finch Co), Stockholder Rights Agreement (Nash Finch Co)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as 7 11 may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice Common Shares of the Distribution DateCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares of the Company as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit EXHIBIT B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.the
Appears in 2 contracts
Samples: Rights Agreement (Inamed Corp), Rights Agreement (Inamed Corp)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after Business Day following the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors and, if the Company is restricted from taking actions pursuant to Section 3 of the CompanyAffiliation Agreement, Ipsen, prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit EXHIBIT B hereto (a "“Right Certificate"”), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Notwithstanding anything in this Agreement to the contrary, no Distribution Date shall be deemed to have occurred solely as a result of (i) (A) the approval, execution, delivery or amendment of the Stock Purchase Agreement, the Affiliation Agreement, any Voting Agreement or any other agreements or documents contemplated by the Stock Purchase Agreement, (B) the announcement of the Stock Purchase Agreement or the announcement of the closing of the transactions contemplated thereby, (C) the acceptance for payment and purchase of Common Shares pursuant to the Stock Purchase Agreement, (D) the issuance of the Convertible Notes or the Warrants pursuant to the Stock Purchase Agreement, (E) the issuance of the Note Shares or the Warrant Shares upon any conversion of the Convertible Notes or any exercise of the Warrant, respectively, (F) the acquisition of beneficial ownership of Common Shares by Ipsen (including its Affiliates and Associates) directly from the Company pursuant to the Affiliation Agreement, (G) the acquisition of beneficial ownership of Common Shares in an Exempted Acquisition for so long as Ipsen (including its Affiliates and Associates) shall remain an Excluded Stockholder, or (H) the consummation of any other transaction contemplated by the Stock Purchase Agreement; or (ii) (A) the approval, execution, delivery or amendment of the definitive agreement(s) for an Exempted Ipsen Transfer, (B) the announcement or closing of an Exempted Ipsen Transfer, (C) the acceptance for payment and purchase of Common Shares pursuant to an Exempted Ipsen Transfer, or (D) the consummation of any other transaction contemplated by the definitive agreement(s) for an Exempted Ipsen Transfer.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of EXHIBIT C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Tercica, Inc. (the “Company”) and Fleet National BankComputershare Trust Company, N.A. as Rights Agent (the “Rights Agent”), dated as of June 1October 13, 2000 2006, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Samples: Rights Agreement (Tercica Inc), Rights Agreement (Ipsen, S.A.)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the an intention of to commence by any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, of a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in Common Shares of the aggregate 30Company aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares as of the close of business on the Distribution Date, Date at the address of such holder shown on the records of the Company, Company a Right Certificate, in substantially the form of Exhibit B hereto hereto, evidencing one Right for each Common Share so held (a "Right Certificate"), evidencing one Right for each Voting Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Voting Common Shares as of the close of business on the Distribution Date, Record Date at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights 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 associated with the Common Shares represented thereby.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (cSection 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Allegheny Teledyne Incorporated and Fleet National BankChaseMellon Shareholder Services, L.L.C., dated as of June 1March 12, 2000 1998, as amended from time to time (as so amended, 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 Orient-Express Hotels Ltd. Allegheny Teledyne Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Allegheny Teledyne Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such the certificates containing the foregoing legend, until the Distribution Date, Date the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which that are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Allegheny Teledyne Inc), Rights Agreement (Allegheny Teledyne Inc)
Issue of Right Certificates. (a) Until the earlier to occur of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors of the Companyprior to or after such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 20% or more of the total voting rights which may be cast at any general meeting then-outstanding Common Shares (or, in the case of Premier Laser, would result in Premier Laser becoming the Beneficial Owner of an additional 1% or more of the Company Common Shares then-outstanding than Premier Laser beneficially owns as of the Close of Business on the Effective Date) (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), ) (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B A hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the the-last sentence of this paragraph (cSection 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date Date, or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Ophthalmic Imaging Systems and Fleet National BankAmerican Transfer Securities, Inc., dated as of June 1December 31, 2000 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Ophthalmic Imaging Systems. 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. Orient-Express Hotels Ltd. certificate Ophthalmic Imaging Systems will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. One Right shall be issued with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date.
Appears in 2 contracts
Samples: Rights Agreement (Ophthalmic Imaging Systems Inc), Rights Agreement (Ophthalmic Imaging Systems Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (or such later date as may be determined by the Board of Directors of the Company) after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1______, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Orient Express Hotels LTD), Rights Agreement (Orient Express Hotels LTD)
Issue of Right Certificates. (a) Until the earlier to occur of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth day Business Day (or such later date as may be determined by action of the Corporation's Board of Directors of the CompanyDirectors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCLCorporation, any Subsidiary of the Company or SCLCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Voting Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, commence (which intention to commence remains in effect for five Business Days after such announcement) a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying an Acquiring Person (including, in the aggregate 30% or more case of the total voting rights which may be cast at any general meeting of the Company both (including i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), DISTRIBUTION DATE," (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice underlying Common Shares (including a transfer to the Corporation); PROVIDED, HOWEVER, that if the tender offer is terminated prior to the occurrence of the a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-postage prepaid mail, to each record holder of Voting Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, substantially in substantially the form of Exhibit EXHIBIT B hereto (a "Right Certificate"), evidencing RIGHT CERTIFICATE")evidencing one Right for each Voting Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of EXHIBIT C hereto (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 Corporation. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCommon Shares.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.paragraph
Appears in 2 contracts
Samples: Rights Agreement (Puroflow Inc), Rights Agreement (Puroflow Inc)
Issue of Right Certificates. (a) 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 day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right CertificatesCertificates (as defined herein)) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice of associated Common Shares (including a transfer to the Distribution DateCompany). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.Right
(b) With respect to certificates for Voting Shares outstanding as of the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, certificates for Common Shares shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Everest Reinsurance Holdings, Inc. (the "Company") and Fleet National BankFirst Chicago Trust Company of New York, as Rights Agent, dated as of June 1September 24, 2000 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.the
Appears in 2 contracts
Samples: Rights Agreement (Everest Reinsurance Holdings Inc), Rights Agreement (Everest Reinsurance Holdings Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of by any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares of the Company for or pursuant to the terms of any such plan) to commence, of a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in Common Shares of the aggregate 30Company aggregating 15% or more of the total voting rights which may be cast at any general meeting then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice Common Shares of the Distribution DateCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenserequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares of the Company 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as . The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Record Distribution Date and thereafterand, until if such notification is given orally, the Distribution DateCompany shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until Agent may presume conclusively for all purposes that the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Companyhas not occurred.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Piper Jaffray Companies), Rights Agreement (Piper Jaffray Companies)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of by any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such earlier date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will provide the Rights Agent with a list of the holders of record of Common Shares and prepare and execute, and the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of 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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented evidenced thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Methode Electronics, Inc. and Fleet National BankChaseMellon Shareholder Services, L.L.C., as Rights Agent, dated as of June 123, 2000 as it may from time to time be amended or supplemented pursuant to its terms (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Methode Electronics, 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. Orient-Express Hotels Ltd. Methode Electronics, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights AgreementUnder certain circumstances, Rights issued to that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Methode Electronics Inc), Rights Agreement (Methode Electronics Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth Close of Business on the 15th day after the Shares Acquisition Date or (ii) the tenth Close of Business on the 15th day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commencecommence (which intention shall not have been withdrawn within five business days (as defined in Rule 14d-1 of the General Rules and Regulations under the Exchange Act) after such public announcement), a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than the Company, any Person becoming Subsidiary of the Beneficial Owner Company, any employee benefit plan of shares carrying in the aggregate 30Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of 20% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right CertificatesCertificates where the context so requires) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting 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 one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right for each Voting Common Share so held, subject to adjustment pursuant to Section 11(i). In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i), at the time Right Certificates are distributed, the Company may, to the extent provided in Section 14(a), make the necessary and appropriate adjustments (as set forth in Section 14(a)) so that Right Certificates are distributed representing only whole numbers of Rights and pay cash in lieu of fractional Rights pursuant to Section 14(a). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but and (i) prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date or (ii) upon the exercise or conversion, prior to the earlier of the Redemption Date or the Final Expiration Date, of any option or other security exercisable for or convertible into Common Shares, which option or other security is outstanding on the Distribution Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Buffets, Inc. and Fleet National BankAmerican Stock Transfer & Trust Company, dated as of June 1October 24, 2000 1995 (the "Rights Agreement"), the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file with the Secretary at the principal executive offices of Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefortherefor to its Secretary from such holder. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to that are or were acquired or beneficially owned by an Acquiring Persons Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) shall ), may become null and void. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, the registered holders of the Common Shares shall also be the registered holders of the associated Rights and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Share Rights Agreement (Buffets Inc), Share Rights Agreement (Buffets Inc)
Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth business day after the Shares Stock Acquisition Date or (ii) the tenth business day (or such later date as may be determined by the Board of Directors of the Company) after the date of the commencement of, or of the first public announcement of of, the intention intent of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any of its Subsidiaries or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for Person appointed as trustee by the Company or such Subsidiary pursuant to the terms of any such planplan in such Person's capacity as trustee) to commence, commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer the consummation of which would result in any such Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date day which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Shares the Common Stock of the Company registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice of the Distribution DateCommon Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-insured, postage prepaid mail, to each record holder of Voting Shares 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, a Right Certificatecertificate for Rights, in substantially the form of Exhibit B A hereto (a the "Right CertificateRights Certificates"), evidencing one Right for each Voting Share share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As soon as practicable after the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stock, 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 such holder shown on the records of the Company. With respect to certificates for Voting Shares the Common Stock outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereofof the Common Stock. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate of the certificates for Voting Shares the Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares Common Stock represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Companycertificate.
(c) Certificates for Voting Shares Rights shall be issued in respect of all shares of Common Stock which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date. Certificates representing such shares shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. CSB Financial Group, Inc. and Fleet National Bank, Registrar and Transfer Company dated as of June 113, 2000 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. CSB Financial Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. CSB Financial Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after promptly upon receipt of a written request therefor. As described in the Rights AgreementUnder certain circumstances, Rights issued to to, or held by, an Acquiring Persons Person or Associates or Affiliates of an Acquiring Person (as defined in the Rights Agreement) shall and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Voting Shares Common Stock represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with by such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstandingcertificate.
Appears in 2 contracts
Samples: Rights Agreement (CSB Financial Group Inc), Rights Agreement (CSB Financial Group Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by the Board of Directors of the CompanyTrust Managers, pursuant to Continuing Board Action, prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Trust, any Subsidiary of the Trust, any employee benefit plan of the Trust or of any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCLTrust, any Subsidiary of the Company or SCLTrust, any employee benefit plan of the Company Trust or of any Subsidiary of the Company Trust or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to ----------------- the provisions of Section Subsection 3(b) hereof) by the certificates for Voting Common --------------- Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of If the Distribution Date would, pursuant to the foregoing provisions of this Subsection 3(a), occur prior to the Payment Date (but for the provisions of --------------- this sentence), the Distribution Date shall, notwithstanding the foregoing provisions of this Subsection 3(a), not be deemed to occur until the --------------- Payment Date. As soon as practicable after the Distribution Date, the Company Trust will prepare and execute, the Rights Agent will countersign, and the Company Trust (or the Rights Agent, if requested by the Trust) will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares (other than an Acquiring Person) as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyTrust, a Right Certificate, in substantially the form of Exhibit EXHIBIT B hereto (a "Right Certificate")hereto, evidencing one Right for each Voting Common --------- Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Payment Date, or as soon as practicable thereafter, the Trust will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of EXHIBIT C hereto (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 Trust. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in all respects of all the Common Shares that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, certificates issued upon the transfer of Common Shares and certificates representing reacquired Voting Common Shares referred to in the last sentence of this paragraph (cSubsection 3(c)) after the Record Date but prior to the earliest of --------------- the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them such certificates a legend in substantially the following legendform: "This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Columbus Realty Trust and Fleet National BankBankBoston N.A., dated as of June 1May 23, 2000 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Columbus Realty Trust. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Columbus Realty Trust will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. ." With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company Trust purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company Trust shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Columbus Realty Trust), Rights Agreement (Columbus Realty Trust)
Issue of Right Certificates. (a) Until From the earlier of date hereof until, but not including, the Distribution Date, (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (or such later date as may be determined by the Board of Directors of the Company) after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent of the occurrence of the Distribution Date, and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid paid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment) for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) For purposes of the foregoing, the Distribution Date shall be the earlier of (i) the Close of Business on the twentieth Business Day after the Shares Acquisition Date or (ii) the Close of Business on the twentieth Business Day (or such later date as may be determined by the Board of Directors of the Company by at least a majority of the Continuing Directors, in its sole discretion) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares of the Company aggregating 10% or more of the then outstanding Common Shares (including any such date that is after the date of this Agreement and prior to the issuance of the Rights).
(c) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares or Common Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(cd) Certificates for Voting Common Shares which have and will that become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (cd)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Dime Community Bancorp, Inc. and Fleet National BankChaseMellon Shareholder Services, L.L.C., as Rights Agent, dated as of June 1April 9, 2000 1998, 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 Orient-Express Hotels Ltd. Dime Community Bancorp, 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. Orient-Express Hotels Ltd. Dime Community Bancorp, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to owned by any Person who is or becomes an Acquiring Persons Person (as defined in the Rights Agreement) and certain transferees thereof shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate certificates shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which that are no longer outstanding. The Rights Agent shall deem any such Right Certificates not outstanding if it has actual knowledge that they are owned by the Company.
Appears in 2 contracts
Samples: Rights Agreement (Dime Community Bancorp Inc), Rights Agreement (Dime Community Bancorp Inc)
Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth (10th) day after the Shares Acquisition Date Date, or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company (including without limitation the Employee Plans) or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company (including without limitation the Employee Plans) or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 10% or more of the total voting rights which may be cast at then outstanding Common Shares (irrespective of whether any general meeting of the Company Common Shares are actually purchased pursuant to such offer) (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ), (the earlier earliest of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersigncountersign (in manual, facsimile, or other electronic form), and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information and documents, in the discretion of the Rights Agent, at the expense of the Company's expense, sendsend or cause to be sent) by first-class, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Expiration Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof regardless of whether a copy of the Summary of Rights is 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a an Amended and Restated Rights Agreement between Orient-Express Hotels Ltd. Farmers & Merchants Bancorp and Fleet National BankComputershare Trust Company, N.A. (or any successor rights agent), dated as of June 1April 5, 2000 2024 (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 Orient-Express Hotels Ltd. Farmers & Merchants Bancorp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Farmers & Merchants Bancorp will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting such Common Shares which while they are no longer not outstanding.
(d) Notwithstanding the provisions of this Agreement, and for the avoidance of doubt, any reference in this Agreement to “certificates for Common Shares” shall include book entry Common Shares, book entry Common Shares shall be deemed Rights Certificates to the same extent as certificates for Common Shares, and the transfer of book entry Common Shares also constitutes a transfer of the right to receive Rights Certificates or the transfer of Rights associated with such book entry Common Shares to the same extent as certificates for Common Shares, With respect to any book entry Common Shares, a legend in substantially similar form as the legend for certificates for Common Shares will be included in a notice to the record holder of such book entry Common Shares in accordance with applicable law, Notwithstanding the provisions of this section, neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights.
Appears in 2 contracts
Samples: Rights Agreement (Farmers & Merchants Bancorp), Rights Agreement (Farmers & Merchants Bancorp)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person otherwise would become an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender tender, exchange or exchange other offer or transaction, the consummation of which would could result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares and Warrants registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will not be detachable and will be transferable in tandem with and only in connection with the transfer of Voting Shares. The Company will give Common Shares or Warrants, as the Rights Agent prompt written notice of the Distribution Datecase may be. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares and Warrants 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 (or the Company's transfer agent), a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share and/or Warrant so held. As of Subsequent to the Distribution Date, the Rights will be evidenced solely by such Right Certificates, certificates for Common Shares or Warrants, as the case may be, shall no longer evidence any right to receive Rights or Right Certificates, and the Company shall thereafter maintain separate transfer registers and other records as are necessary to reflect the record ownership and each transfer of Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares and each record holder of Warrants 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 Voting Common Shares and for Warrants outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares or for Warrants outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares or the Warrants represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares or Warrants which have and will become outstanding (including, without limitation, reacquired Voting Common Shares or Warrants referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Video Update, Inc. and Fleet National BankAmerican Stock Transfer and Trust Company, dated as of June 1April 13, 2000 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Video Update, 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. Orient-Express Hotels Ltd. Video Update, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.,
Appears in 2 contracts
Samples: Rights Agreement (Video Update Inc), Rights Agreement (Video Update Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan, or the Exempt Person) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of Persons referred to in the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such planpreceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of 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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented evidenced thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.:
Appears in 2 contracts
Samples: Rights Agreement (Applied Science & Technology Inc), Rights Agreement (Applied Science & Technology Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the an intention of to commence by any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, of a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in Common Shares of the aggregate 30Company aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares as of the close of business on the Distribution Date, Date at the address of such holder shown on the records of the Company, Company a Right Certificate, in substantially the form of Exhibit B hereto hereto, evidencing one Right for each Common Share so held (a "Right Certificate"), evidencing one Right for each Voting Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to Until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, certificates for Common Stock shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Water Pik Technologies, Inc. and Fleet National BankChaseMellon Shareholder Services, L.L.C., dated as of June 1______________, 2000 1999, as amended from time to time (as so amended, 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 Orient-Express Hotels Ltd. Water Pik Technologies, 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. Orient-Express Hotels Ltd. Water Pik Technologies, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such the certificates containing the foregoing legend, until the Distribution Date, Date the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby.
(d) Until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, confirmations and account statements sent to holders of Common Shares in book-entry form and initial transaction statements relating to the registration, pledge or release from pledge of Common Shares in uncertificated form shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: The shares of the Common Stock, par value $.01 per share, of Water Pik Technologies, Inc., to which this statement relates also evidence and entitle the holder thereof to certain Rights as set forth in a Rights Agreement between Water Pik Technologies, Inc. and ChaseMellon Shareholder Services, L.L.C., dated as of __________, 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 Water Pik Technologies, 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 the shares to which this statement relates. Water Pik Technologies, Inc. will mail to the holder of the shares to which this statement relates and any registered pledgee of uncertificated shares a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void.
(e) In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which that are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Water Pik Technologies Inc), Rights Agreement (Water Pik Technologies Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursu- ant to the terms of any such plan or any of the Exempted Family Interests) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares of the Company for or pursuant to the terms of any such planplan or any of the Exempted Family Interests) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in Common Shares of the aggregate 30Company aggregating 15% or more of the total voting rights which may be cast at any general meeting then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice Common Shares of the Distribution DateCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares of the Company 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares of the Company outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights an Agreement between Orient-Express Hotels Ltd. PACCAR Inc and Fleet National BankFirst Chicago Trust Company of New York, dated as of June 1December 10, 2000 1998, as it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. PACCAR Inc Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. PACCAR Inc will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described set forth in the Rights Agreement, Rights issued to Acquiring Persons beneficially owned by any Person (as defined in the Rights Agreement) shall who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Voting Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares of the Company which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agent Agreement (Paccar Inc), Rights Agent Agreement (Paccar Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth 10th day after the Shares Acquisition Date or (ii) the tenth day 10th Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity hold- ing Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in Common Shares of the aggregate 30Company aggregating 20% or more of the total voting rights which may be cast at any general meeting then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares of the Company registered in the names of the holders thereof (which certificates certifi- xxxxx shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yB) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice Common Shares of the Distribution DateCompany. As soon as practicable practi- cable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares of the Company 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, a Right CertificateCer- tificate, evidencing one Right for each Common Share so held, in substantially the form of Exhibit B hereto (a "Right CertificateCer- tificate"), evidencing one Right for each Voting Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Voting Common Shares of the Company outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Expi- ration Date), the surrender for transfer of any certificate for Voting Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated asso- ciated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares of the Company which have and will become outstanding (including, without limitation, reacquired Voting reac- quired Common Shares of the Company referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legendleg- end: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National BankAgree- ment, dated as of June 1October 23, 2000 1997, between Xxxxx Xxxxxxxx Corporation and First Chicago Trust Company of New York, as rights agent (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 Orient-Express Hotels Ltd. Xxxxx Xxxxxxxx Corporation. Under certain circumstancescir- cumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced evi- denced by separate certificates and will no longer be evidenced evi- denced by this certificate. Orient-Express Hotels Ltd. Xxxxx Xxxxxxxx Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to Acquiring Persons any Person (as defined in the Rights Agreement) shall who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legendleg- end, until the Distribution Date, the Rights associated with the Voting Common Shares of the Company represented by such certificates certifi- xxxxx shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute con- stitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Voting Common Shares of the Com- pany after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Com- mon Shares of the Company which are no longer outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Avery Dennison Corporation), Rights Agreement (Avery Dennison Corporation)
Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth day after the Shares Acquisition Date Date, or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company (including without limitation the Employee Plans) or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company (including without limitation the Employee Plans) or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 10% or more of the total voting rights which may be cast at then outstanding Common Shares (irrespective of whether any general meeting of the Company Common Shares are actually purchased pursuant to such offer) (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ), (the earlier earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof regardless of whether a copy of the Summary of Rights is 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Capital Corp of the West and Fleet National BankXxxxxx Trust Company of California, dated as of June 1September 26, 2000 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Capital Corp of the West. 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. Orient-Express Hotels Ltd. Capital Corp of the West will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting such Common Shares which while they are no longer not outstanding.
Appears in 2 contracts
Samples: Rights Agreement (Capital Corp of the West), Rights Agreement (Capital Corp of the West)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenserequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will that become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National BankTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN AVIGEN, dated as of June 1, 2000 INC. (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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights AgreementTHE “COMPANY”) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.AND
Appears in 2 contracts
Samples: Rights Agreement (Avigen Inc \De), Rights Agreement (Avigen Inc \De)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company or any Related Entity) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such planRelated Entity) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 20% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement Record Date and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares (certificated or otherwise) registered in the names of the holders thereof (which if such shares are certificated, such certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "SUMMARY OF RIGHTS"), by first class, postage paid 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.
(c) With respect to certificates for Voting certificated Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofof such Common Shares, the holders of such certificates shall be deemed to be the holders of the associated Rights and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(cd) Certificates for Voting certificated shares of Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in because of resale or transfer by the last sentence Company of this paragraph (c)treasury shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 2000 Tuscarora Incorporated (the "Rights AgreementCOMPANY") and ChaseMellon Shareholder Services, L.L.C., dated August 17, 1998 (as 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 Orient-Express Hotels Ltd. the Company. 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, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. will mail to Under certain circumstances as set forth in the holder of this certificate a copy Rights Agreement, the Rights may be redeemed or exchanged for other securities of the Rights Agreement without charge after receipt Company at the option of a written request thereforthe Company. As described in the Rights Agreement, Rights issued to which are beneficially owned by any Person who becomes an Acquiring Persons Person or an Associate or an Affiliate thereof (each as defined in the Rights Agreement) shall will become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution DateDate (other than Common Shares held in a fiduciary capacity or pursuant to any employee benefit plan of the Company or any Subsidiary of the Company), any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting such Common Shares.
(e) With respect to Common Shares which become uncertificated (including, without limitation, because of a resale or transfer by the Company of treasury shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, any confirmation or advice by the Company in connection with the issuance or transfer thereof shall contain a notice of the existence of the Rights associated with such Common Shares. The form of such notice shall be as the Company may elect from time to time. Without limiting the generality of the foregoing, such notice may take the form of (i) a general statement to the effect that the Rights are no longer outstandingattached to such Common Shares and that a shareholder may obtain a full copy of the text of such rights free of charge from the Company or (ii) a statement similar to the following: Until the Distribution Date (as defined in the Rights Agreement referred to below), holders of shares of Common Stock, without par value, of Tuscarora Incorporated (the "COMPANY") are entitled to certain Rights as set forth in a Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., dated August 17, 1998 (as 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. The Company will mail to any holder of the Common Stock a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates. Under certain circumstances as set forth in the Rights Agreement, the Rights may be redeemed or exchanged for other securities of the Company at the option of the Company. As described in the Rights Agreement, Rights which are beneficially owned by any Person who becomes an Acquiring Person or an Associate or an Affiliate thereof (each as defined in the Rights Agreement) will become null and void.
Appears in 2 contracts
Samples: Rights Agreement (Tuscarora Inc), Rights Agreement (Tuscarora Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors (upon approval by two-thirds (2/3) of the Companydirectors then in office) prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-first class, postage-insured, postage prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of the Record Date and thereafter, until On the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-first class, postage-postage prepaid mail, to each record holder of Voting Common Shares 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. 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 shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Xxxxxx Half International Inc. and Fleet National The Chase Manhattan Bank, dated as of June 1July 23, 2000 1990 (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 Orient-Express Hotels Ltd. Xxxxxx Half International 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. Orient-Express Hotels Ltd. Xxxxxx Half International Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Half Robert International Inc /De/)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenserequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit EXHIBIT B hereto (a "“Right Certificate"”), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of a Distribution Date, and if such notification is given orally, the Company shall confirm the same in writing on or before the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of EXHIBIT C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Xxxxxxxxx Xxxxx Holding, Inc. (the “Company”) and Fleet National BankMellon Investor Services LLC as Rights Agent (the “Rights Agent”), dated as of June 1August 13, 2000 2008, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.:
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer the consummation of which would result in any such Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), ; (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 2000 THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS (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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.THE
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent of the occurrence thereof and, if the Rights Agent is not then also the transfer agent and registrar for the Common Stock, provide the Rights Agent with the names and addresses of all record holders of Common Stock, and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenseand provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Voting Common 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. Until the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any certificate for Common Shares outstanding shall also constitute the transfer of the Rights associated with the Common Shares represented thereby (whether or not such certificates have impressed on, printed, written on or otherwise affixed to them the legend set forth in Section 3(c)).
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.the
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (or such later date as may be determined by the Board of Directors of the Company) after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the The Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice underlying Common Shares (including a transfer to the Company) until the earlier to occur of (i) 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) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both clauses (i) and (ii) of this Section 3(a), any such date which is after the date of this Agreement and prior to the issuance of the Rights), the earlier of such dates being herein referred to as the "Distribution Date"; provided, however, that if the tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersigncountersign and send, and the Company will send or cause to be sent (and the Rights Agent willsent, if requested, at the Company's expense, send) by first-class, postage-insured, postage prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of Following the Record Date and thereafter, until the Distribution Date, the Company sent a copy of a Summary of Rights will be evidenced by such certificates registered in to Purchase Preferred Shares (the names "Summary of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration DateRights"), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-postage prepaid mail, to each record holder of Voting Common 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.. Upon the execution and delivery of this Agreement, or as soon as practicable
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (cSection 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed be deemed also to them be certificates for Rights and from and after the date hereof shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a an Amended and Restated Rights Agreement between OrientHumana Inc. and Mid-Express Hotels Ltd. and Fleet National BankAmerica Bank of Louisville & Trust Company, dated as of June 1February 14, 2000 1996 (the "Amended and Restated 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 Orient-Express Hotels Ltd. Humana Inc. Under certain circumstances, as set forth in the Amended and Restated Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Humana Inc. will mail to the holder of this certificate a copy of the Amended and Restated Rights Agreement without charge after receipt of a written request therefortherefor from such holder. As described Under certain circumstances set forth in the Amended and Restated Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Amended and Restated Rights Agreement) shall and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Humana Inc)
Issue of Right Certificates. (a) 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 day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan or any 2005 Special Exempt Person) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant pursuant, to the terms of any such planplan or any 2005 Special Exempt Person)) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 20% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent thereof and provide the Rights Agent with the names and addresses of all record holders of Common Shares, and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenserequested and if provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not apply to, and the 2005 Special Exempt Person will not become an Acquiring Person upon, and no Distribution Date, Shares Acquisition Date or Business Combination will occur as a result of (i) the consummation or performance of the Investment and Exchange Agreement, dated as of September 26, 2005, by and between the Company and MHR, the Senior Secured Term Loan Agreement, dated as of September 26, 2005, by and between the Company and MHR Institutional Partners IIA LP, as amended, or any other document or instrument contemplated by or related to the 11% secured promissory note in the principal face amount of $15,000,000 (the “Original Note”) issued by the Company which, upon the satisfaction of certain conditions precedent, MHR converted into a Convertible Promissory Note of the Company (the “Convertible Note”), which may be converted into Common Shares (the “Conversion Shares”), pursuant to the terms thereof; (ii) the exchange by MHR of the Original Note for the Convertible Note; (iii) the issuance of the Conversion Shares upon the conversion of the Convertible Note; (iv) the issuance of any Common Shares upon the exercise by the 2005 Special Exempt Person of warrants to purchase Common Shares; or (v) the execution, announcement, performance or consummation of any transaction by the 2005 Special Exempt Person involving the Company or any of its securities.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of EXHIBIT C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on as of the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Emisphere Technologies, Inc. and Fleet National Bank, Mellon Investor Services LLC dated as of June 1April 7, 2000 2006 (as amended, 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 Orient-Express Hotels Ltd. Emisphere Technologies, 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. Orient-Express Hotels Ltd. Emisphere Technologies, Inc. will mail to the holder of this certificate certificates a copy of the Rights Agreement without charge after receipt of a written request therefortherefore. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent of the occurrence thereof and, if the Rights Agent is not then also the transfer agent and registrar for the Common Stock, provide the Rights Agent with the names and addresses of all record holders of Common Stock, and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenseand provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 hereof. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Voting Common 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. Until the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any certificate for Common Shares outstanding shall also constitute the transfer of the Rights associated with the Common Shares represented thereby (whether or not such certificates have impressed on, printed, written on or otherwise affixed to them the legend set forth in Section 3(c)).
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially in the form of the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Autobytel Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by the Board of Directors of the Company, pursuant to Continuing Board Action, prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section Subsection 3(b) hereof) by the certificates for Voting Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice Common Shares of the Company. If the Distribution Date would, pursuant to the foregoing provisions of this Subsection 3(a), occur prior to the Payment Date (but for the provisions of this sentence), the Distribution Date shall, notwithstanding the foregoing provisions of this Subsection 3(a), not be deemed to occur until the Payment Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company (or the Rights Agent, if requested by the Company) will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares of the Company as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right for each Voting Common Share of the Company so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Voting Common Shares of the Company outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares of the Company which have and will become outstanding (including, without limitation, certificates issued upon the transfer of Common Shares of the Company and certificates representing reacquired Voting Common Shares of the Company referred to in the last sentence of this paragraph (cSubsection 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them such certificates a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. ShowBiz Pizza Time, Inc. and Fleet National BankBoston EquiServe, L.P., dated as of June 1November 19, 2000 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. ShowBiz Pizza Time, 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. Orient-Express Hotels Ltd. ShowBiz Pizza Time, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Voting of its Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated as- sociated with the Voting its Common Shares which are no longer outstandingoutstand- ing.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the close of business on the tenth day Business Day (or such later date as may be determined by the Company's Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Bene- ficial Owner of shares carrying in the aggregate 30Common Shares aggregating 20% or more of the total voting rights which may be cast at any general meeting then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution DateDate (and notice thereof to the Rights Agent from the Company), the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) Following the Record Date, the Company sent a copy of a Summary of Rights to Purchase Preferred Shares (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. Upon the execution and delivery of this Agreement, or as soon as practicable thereafter, the Company shall file with the Securities and Exchange Commission the full text of this Agreement and a revised summary thereof, which revised summary shall be in substantially the form of Exhibit C hereto (the "Revised Summary of Rights"). With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights attached thereto (which Summary of Rights shall be deemed amended and restated from and after the date hereof by the Revised Summary of Rights). Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto (which Summary of Rights shall be deemed amended and restated from and after the date hereof by the Revised Summary of Rights), shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.the
Appears in 1 contract
Issue of Right Certificates. (a) 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 of the Companyprior 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 Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Notwithstanding anything stated in this Section 3, the Distribution Date shall in no event occur until the authority of the Board of Directors of the Company will give to redeem the Rights Agent prompt written notice of the Distribution Datepursuant to Section 23(b), as such Section may be amended pursuant to Section 27, shall have terminated. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting Common Shares 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, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date (or the earlier Redemption Date or Final Expiration Date), the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Renewed Rights Agreement between Orient-Express Hotels Ltd. TCF Financial Corporation and Fleet National BankBankBoston, N.A., dated as of June 1May 12, 2000 1999 (the "Renewed Rights Agreement"), the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. TCF Financial Corporation Under certain circumstances, as set forth in the Renewed Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. TCF Financial Corporation will mail to the holder of this certificate a copy of the Renewed Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Renewed Rights Agreement, Rights that are or were issued to any Person who becomes an Acquiring Persons Person, or any Affiliate or Associate thereof (as such terms are defined in the Renewed Rights Agreement) shall ), whether currently held by or on behalf of such Person or by any subsequent holder thereof, may become null and void. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit EXHIBIT B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of EXHIBIT C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph subsection (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Isis Pharmaceuticals, Inc. (the 6. "Company") and Fleet National BankAmerican Stock Transfer & Trust Company as Rights Agent (the "Rights Agent"), dated as of June 1December 8, 2000 2000, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors (upon approval by a majority of the CompanyContinuing Directors) prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Ultratech Stepper, Inc. and Fleet The First National BankBank of Boston, dated as of June 1February 11, 2000 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Ultratech Stepper, 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. Orient-Express Hotels Ltd. Ultratech Stepper, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the later of (A) the Effective Date or (B) the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 20% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier later of such the dates specified in (A) or (B) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preference Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Southern New England Telecommunications Corporation and Fleet National Bank, State Street Bank and Trust Company dated as of June 1December 11, 2000 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Southern New England Telecommunications Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Southern New England Telecommunications Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Southern New England Telecommunications Corp)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of by any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares of the Company for or pursuant to the terms of any such plan) to commence, of a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in Common Shares of the aggregate 30Company aggregating 15% or more of the total voting rights which may be cast at any general meeting then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by Book-Entry or the certificates for Voting Common Shares of the Company registered in the names of the holders thereof (which certificates and Book-Entry shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice Common Shares of the Distribution DateCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenserequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares of the Company 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send sent a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the Rightsform of Exhibit C hereto (the "SUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record holder of Voting Common Shares as of the close of business Rights Dividend Effective Time on the Distribution Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book-Entries for Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates or Book-Entries registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any Common Shares of the Company outstanding on the Record Date represented by certificates or Book-Entry, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a an Amended and Restated Rights Agreement between Orient-Express Hotels Ltd. AT&T Wireless Services, Inc. and Fleet National BankMellon Investor Services LLC, dated as of June September 1, 2000 2002, as it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. AT&T Wireless Services, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. AT&T Wireless Services, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described set forth in the Rights Agreement, Rights issued to Acquiring Persons beneficially owned by any Person (as defined in the Rights Agreement) shall who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Voting Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares of the Company which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth day Business Day after the Shares Acquisition Date Date, or (ii) the tenth day Business Day after the commencement by any Person (or such later date as may be determined by other than the Board of Directors Company, any Subsidiary of the Company) after the date , any employee benefit plan of the commencement Company (including without limitation the Employee Plans) or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company (including without limitation the Employee Plans) or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 10% or more of the total voting rights which may be cast at then outstanding Common Shares (irrespective of whether any general meeting of the Company Common Shares are actually purchased pursuant to such offer) (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (or such later date as may be determined by action of the earlier Board of Directors prior to such time as any Person becomes an Acquiring Person), (the earliest of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares or book entry Common Shares registered in the names of the holders thereof (which certificates or book entry shares, as applicable, shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested to do so by the Company and provided with all necessary information and documentation, at in form and substance reasonably satisfactory to the Company's expenseRights Agent, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the shares of Common Stock, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing within two (2) Business Days. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Voting Common Shares as of the close of business on the Distribution Record Date, at the address of such holder shown on the records of the Company. With respect to Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by certificates registered in the names of the holders thereof regardless of whether a copy of the Summary of Rights is attached thereto, or by the book entry shares, as applicable. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the transfer of any 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 associated with such Common Shares.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Bank of Marin Bancorp and Fleet National BankComputershare Trust Company, N.A. (or any successor Rights Agent) , as Rights Agent, dated as of June 1July 23, 2000 2017, as it may from time to time be supplemented or amended (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 Orient-Express Hotels Ltd. Bank of Marin Bancorp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Bank of Marin Bancorp will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to any book entry shares, a legend in substantially similar form will be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates and notices for book entry shares containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates or book entry shares shall be evidenced by such certificates or book entry shares alone, and the surrender for transfer of any such certificate Common Shares shall also constitute the transfer of the Rights associated with the Voting Shares represented therebysuch Common Shares. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with such Common Shares while they are not outstanding. Notwithstanding the Voting Shares which are no longer outstandingprovisions of this section, neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Genomica Corporation (the "Company") and Fleet National BankComputershare Trust Company, Inc. as Rights Agent (the "Rights Agent"), dated as of June 1October 2, 2000 2001, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will that become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. AboveNet, Inc. (the “Company”) and Fleet National BankAmerican Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”), dated as of June 1August 3, 2000 2006, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Abovenet Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the close of business on the tenth day (or such later date as may be determined by the Board of Directors action of the Company's Board of Directors) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity holding Voting Shares organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying an Acquiring Person (including, in the aggregate 30% or more case of the total voting rights which may be cast at any general meeting of the Company both (including i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable transferrable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice of underlying Common Shares (including a transfer to the Distribution DateCompany). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each Voting Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCommon Shares.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Gleason Corporaxxxx xxd Chase Lincoln First Bank, N.A., dated as of June 18, 2000 1989 (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 Orient-Express Hotels Ltd. Under Gleason Corporation. Undxx 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. Orient-Express Hotels Ltd. will Gleason Corporation xxll mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) shall and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Gleason Corp /De/)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after following the Shares Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced by (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (as hereafter defined), and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, Certificate in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a summary of the Rights and the Agreement (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented evidenced thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (cb)) after the Record Date June 1, 1998 but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights (the "Rights") as set forth in a Rights Agreement between Orient-Express Hotels Ltd. America Online, Inc. and Fleet National BankBankBoston, N.A., dated as of June 1May 12, 2000 1998, as it may, from time to time, be amended (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 Orient-Express Hotels Ltd. America Online, 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. Orient-Express Hotels Ltd. America Online, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights AgreementUnder certain circumstances, Rights issued to that are or were acquired or beneficially owned by an Acquiring Persons Person or Associates or Affiliates thereof (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Table of Contents Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Agreement; provided, however, that in the event that a holder (other than an Acquiring Person) of any security of the Company convertible into or otherwise exercisable for Common Shares (a “Convertible Security”) converts or otherwise exercises such Convertible Security into or for Common Shares after the Distribution Date (but prior to the earlier of the Redemption Date and the Final Expiration Date), 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 such holder, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held, subject to the adjustment provisions of Section 11 of this Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Salix Pharmaceuticals, Ltd. (the “Company”) and Fleet National BankComputershare Investor Services, LLC as Rights Agent (the “Rights Agent”), dated as of June 1January 10, 2000 2003, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. .” With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. Table of Contents
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Aviron (the "Company") and Fleet National BankBankBoston, N.A. as Rights Agent (the "Rights Agent"), dated as of June 1October 8, 2000 1997, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Aviron)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of by any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying Common Shares aggregating 15% or, in the aggregate 30case of (i) a Grandfathered Stockholder other than a Second Tier Grandfathered Stockholder, 20%, or (ii) a Second Tier Grandfathered Stockholder, the greater of 15% or such percentage as is beneficially owned by each Amerindo Holder plus 1%, or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.so
Appears in 1 contract
Samples: Rights Agreement (Avant Corp)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth Close of Business on the 15th day after the Shares Acquisition Date or (ii) the tenth Close of Business on the 15th day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any wholly owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any wholly owned Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commencecommence (which intention shall not have been withdrawn within five business days (as defined in Rule 14d-1 of the General Rules and Regulations under the Exchange Act) after such public announcement), a tender or exchange offer the consummation of which would result in any Person (other than the Company, any wholly owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) becoming the Beneficial Owner of shares carrying in the aggregate 3015% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right CertificatesCertificates when the context so requires) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting Common Shares 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, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right for each Voting Common Share so held, subject to adjustment pursuant to Section 11(i). In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i), at the time Right Certificates are distributed, the Company may, to the extent provided in Section 14(a), make the necessary and appropriate rounding adjustments (as set forth in Section 14(a)) so that Right Certificates are distributed representing only whole numbers of Rights and pay cash in lieu of fractional Rights pursuant to Section 14(a). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date (or the earlier Redemption Date or Final Expiration Date), the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares (including without limitation the surrender for transfer of any certificate for Common Shares outstanding on as of the Record Date Date), with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable Notwithstanding any legend contained on any such surrendered stock certificate, from and after the Distribution Close of Business on the Record Date, the surrender for transfer of any such certificate for Common Shares shall not constitute the transfer of the rights granted pursuant to the Rights Agreement between the Company and after notifying the Rights Agent that dated August 3, 1989 (the Company will make the mailing described in this sentence"Expiring Rights") which Expiring Rights expire at 5:00 P.M., the Company will send a summary description of the RightsMinneapolis, by first-classMinnesota time, postage-prepaid mailon August 23, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company1999.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but and (i) prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date or (ii) upon the exercise or conversion, prior to the earlier of the Redemption Date or the Final Expiration Date, of any option or other security exercisable for or convertible into Common Shares, which option or other security is outstanding on the Distribution Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Xxxxx Company, Inc. (the "Company") and Fleet Norwest Bank Minnesota, National BankAssociation, dated as of June 1July 29, 2000 1999 (the "Rights Agreement"), the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing any such legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, the registered holders of the Common Shares shall also be the registered holders of the associated Rights and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Bemis Co Inc)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent of the occurrence thereof and, if the Rights Agent is not then also the transfer agent and registrar for the Common Stock, provide the Rights Agent with the names and addresses of all record holders of Common Stock, and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenseand provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.the
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of by any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each Eligible Shareholder of record holder of Voting Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each Eligible Shareholder of record 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 Voting Common Shares of Eligible Shareholders outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares of Eligible Shareholders outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented evidenced thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares of Eligible Shareholders which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between OrientExigent International, Inc. and Mid-Express Hotels Ltd. and Fleet National BankAmerica Bank of Louisville, as Rights Agent, dated as of June 1October 27, 2000 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Exigent International, 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. Orient-Express Hotels Ltd. Exigent International, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights AgreementUnder certain circumstances, Rights issued to that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) shall may become null and void. ." With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit EXHIBIT B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of EXHIBIT C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Dot Hill Systems Corp. (the "Company") and Fleet National BankAmerican Stock Transfer & Trust Company as Rights Agent (the "Rights Agent"), dated as of June 1May 19, 2000 2003, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth day after the Shares Acquisition Date Date, or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company (including without limitation the Employee Plans) or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company (including without limitation the Employee Plans) or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 10% or more of the total voting rights which may be cast at then outstanding Common Shares (irrespective of whether any general meeting of the Company Common Shares are actually purchased pursuant to such offer) (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ), (the earlier earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof regardless of whether a copy of the Summary of Rights is 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Civic BanCorp and Fleet National BankChaseMellon Shareholder Services L.L.C., dated as of June 1November 8, 2000 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Civic BanCorp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Civic BanCorp will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting such Common Shares which while they are no longer not outstanding.
Appears in 1 contract
Samples: Rights Agreement (Civic Bancorp)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth day (Business Day, or such later date as may be determined by resolution of the Board of Directors of the Company) Directors, after the date of the commencement of, or of the first public announcement of the intention of by any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such planBenefit Plan) of, or the first public announcement of an intention of any Person (other than the Persons referred to in the preceding parenthetical) to commencemake, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying an Acquiring Person (including, in the aggregate 30% or more case of the total voting rights which may be cast at any general meeting of the Company both (including i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, Certificates and (y) the right to receive Right Certificates will be transferable only in connection simultaneously and together with the transfer of Voting the underlying Common Shares, PROVIDED, HOWEVER, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. The Company will give the Rights Agent prompt written notice of Until the Distribution Date, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with such Common Shares. As soon as is practicable after the Distribution Date, the Company will prepare and EXHIBIT 4.1 execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expensesend), send) by first-class, postage-postage prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificateone or more right certificates, in substantially the form of Exhibit attached hereto as EXHIBIT B hereto (a the "Right CertificateRIGHT CERTIFICATES"), evidencing one Right for each Voting Common Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding As promptly as of practicable following the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description copy of the Rights, Summary of Rights by first-class, postage-prepaid mail, to each record holder of Voting Common 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. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates together with a copy of the Summary of Rights 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 associated with the Common Shares evidenced thereby.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (cSection 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed be deemed also to them be certificates for Rights and shall bear the following legend: :
EXHIBIT 4.1 This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. xXXxX*s Corp. and Fleet National Bank, The Bank of New York dated as of June 1January 12, 2000 2001, 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 Orient-Express Hotels Ltd. xXXxX*s Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. xXXxX*s Corp. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) shall and certain related Persons, whether currently held by or on behalf of such Person or by any subsequent holder, may be or may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alonealone and registered owners of Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Iturf Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Shares Acquisition Date or (ii) the tenth close of business on the fifteenth business day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan, or any Grandfathered Person) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan, or any Grandfathered Person) to commence, a tender or exchange offer the consummation of which would 13 result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice of underlying Common Shares (including a transfer to the Distribution DateCompany). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights Plan, in substantially the form of Exhibit C hereto (the "Summary of Rights Plan"), by first-class, postage- prepaid mail, to each record holder of Common Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated thereof together with the Voting Shares represented thereby. As soon as practicable after the Distribution DateSummary of Rights Plan, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.registered holders
Appears in 1 contract
Samples: Rights Agreement (Mastering Inc)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. 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 or the Rights Agent will, if requested, at the Company's expenserequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. InterMune, Inc. (the "Company") and Fleet National BankMellon Investor Services LLC as Rights Agent (the "Rights Agent"), dated as of June 1July 17, 2000 2001, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Intermune Inc)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Tularik Inc. (the "Company") and Fleet National BankXxxxx Fargo Bank Minnesota, N.A. as Rights Agent (the "Rights Agent"), dated as of June 1December 11, 2000 2002, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Tularik Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, Eatox Xxxporation (only until the Eaton Separation Date), any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, Eatox Xxxporation (only until the Eaton Separation Date), any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 20% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give shall notify the Rights Agent prompt written notice in writing immediately upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Date. As , or as soon as practicable after the Distribution Datethereafter, the Company will prepare and executesend a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the Rights Agent will countersignform of Exhibit C hereto (the "Summary of Rights"), and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting Common Shares as of the close of business on the Distribution Record Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date shall also constitute the transfer Date, with or without a copy of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.Summary of
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Axcelis Technologies, Inc. and Fleet National BankEquiserve Trust Company, N.A., dated as of June 130, 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 Orient-Express Hotels Ltd. Axcelis Technologies, 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. Orient-Express Hotels Ltd. Axcelis Technologies, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Molecular Devices Corporation (the "Company") and Fleet National BankEquiServe Trust Company, N.A. as Rights Agent (the "Rights Agent"), dated as of June 1October 25, 2000 2001, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) 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 day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of Persons referred to in the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such planpreceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"“DISTRIBUTION DATE”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenserequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"“RIGHT CERTIFICATE”), evidencing one Right for each Voting Common Share so heldheld (subject to adjustment as provided in this Agreement). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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 or the transfer agent or registrar for the Common Shares. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will that become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights an Agreement between Orient-Express Hotels Ltd. Hampshire Group, Limited and Fleet National BankMellon Investor Services LLC, as Rights Agent, dated as of June 1August 13, 2000 2008, as it may be amended from time to time (the "Rights “Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Hampshire Group, Limited. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Hampshire Group, Limited will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described set forth in the Rights Agreement, Rights issued to Acquiring Persons beneficially owned by any Person (as defined in the Rights Agreement) shall who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier (the earlier of such dates being herein referred to as the "Distribution Date") of (i) the close of business on the tenth day Business Day after the Shares Acquisition Date or and (ii) the close of business on the tenth day (or such later date as may be determined by the Board of Directors of the Company) Business Day after the date of the commencement by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any wholly-owned Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan, to the extent such entity is so acting with the approval or consent of the Company, or the Exempt Person) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any wholly-owned Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any wholly-owned Subsidiary of the Company or Company, any entity holding Voting Common Shares for or pursuant to the terms of any such plan, to the extent such entity is so acting with the approval or consent of the Company or as part of its ordinary activities with respect to any such plan, or the Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 3015% or more of the total voting rights which may be cast at any general meeting of the Company Common Shares then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice Common Shares of the Distribution DateCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expensesend), send) by first-class, postage-insured, postage prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B EXHIBIT A hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share of the Company so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates."
(b4. Section 7(a) With respect to certificates for Voting Shares outstanding as of the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described is hereby amended in the Rights Agreement, Rights issued its entirety to Acquiring Persons (read as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.follows:
Appears in 1 contract
Samples: Rights Agreement (Physician Corporation of America /De/)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth (10th) calendar day after the Shares Acquisition Date (or, in the event that the Board determines on or before such tenth (10th) calendar day to effect an exchange in accordance with Section 24 and determines in accordance with Section 24(e) that a later date is advisable, such later date that is not more than 20 days after the Shares Acquisition Date) or (ii) the tenth day (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan, Parent, Merger Sub or any Affiliates or Associates of Parent or Merger Sub) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan, Parent, Merger Sub or any Affiliates or Associates of Parent or Merger Sub) to commence, a tender or exchange offer (which intention to commence remains in effect for five (5) Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereofunless earlier expired, redeemed or terminated) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) or, in the case of uncertificated shares, by the balances indicated in the book-entry account system of the transfer agent for the Common Shares (together with a transaction advise with respect to such shares), registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting Common Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCompany or on the registry books of the transfer agent for the Common Shares, as appropriate, a Right Certificate, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), evidencing one (1) Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Transaction Agreements or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Transaction Agreements.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates or book-entry accounts (together with the transaction advice with respect to such shares) registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCommon Shares.
(c) Certificates or transaction advices, as applicable, for Voting Common Shares which have and will that become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National BankTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN GREAT WOLF RESORTS, dated as of June 1INC. (THE “COMPANY”) AND REGISTRAR AND TRANSFER COMPANY, 2000 AS RIGHTS AGENT (the "Rights Agreement"THE “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 Orient-Express Hotels Ltd. Under certain circumstancesDATED AS OF MARCH 12, as set forth in the Rights Agreement2012, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateAS 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforUNDER 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. As described in the Rights AgreementTHE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR ADDRESSED TO THE SECRETARY OF THE COMPANY. AS DESCRIBED IN THE RIGHTS AGREEMENT, Rights issued to Acquiring Persons RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights AgreementAS DEFINED IN THE RIGHTS AGREEMENT) shall become null and voidAND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. With respect to such certificates containing the foregoing legendCommon Shares, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Voting Common Shares represented by such certificates or held in such book-entry accounts shall be evidenced by such certificates or such book-entry accounts (together with the transaction advice with respect to such shares) alone, and the surrender for transfer of any Common Shares, whether by transfer of such certificate or such book-entry shares, shall also constitute the transfer of the Rights associated with the Voting Shares represented therebyCommon Shares. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) Notwithstanding anything to the contrary contained herein, Common Shares and Rights (and any securities issuable on their exercise) may be issued and transferred by book-entry and not represented by physical certificates. Where Common Shares and Rights (and any securities issuable on their exercise) are held in uncertificated form, the Company and the Rights Agent shall cooperate in all respects to give effect to the intent of the provisions contained herein.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan or any MeriStar Affiliate) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or Company, any entity holding Voting Common Shares for or pursuant to the terms of any such planplan or, any MeriStar Affiliate) to commence, a tender or exchange offer (other than the Merger) the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 20% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Rights Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will shall be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Rights Distribution Date, the Company will shall prepare and execute, the Rights Agent will shall countersign, and the Company will shall send or cause to be sent (and the Rights Agent willshall, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting Common Shares as of the close Close of business Business on the Rights Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of From and after the Rights Distribution Date, the Rights will shall be evidenced solely by such Right Certificates."
(b) With respect to certificates for Voting Shares outstanding as of the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy 1.9 Section 35 of the Rights Agreement without charge after receipt of a written request therefor. As described is deleted in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstandingits entirety.
Appears in 1 contract
Issue of Right Certificates. (a) 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 day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant pursuant, to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 20% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent thereof and provide the Rights Agent with the names and addresses of all record holders of Common Shares, and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenserequested and if provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of EXHIBIT C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on as of the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Emisphere Technologies, Inc. and Fleet National BankMellon Investor Services, LLC dated as of June 1February 23, 2000 1996 (as amended, 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 Orient-Express Hotels Ltd. Emisphere Technologies, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be ht, evidenced by this certificate. Orient-Express Hotels Ltd. Emisphere Technologies, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt receipt. of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any arty Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares of the Company for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying an Acquiring Person (including in the aggregate 30% case of either clause (i) or more of the total voting rights which may be cast at any general meeting of the Company (including ii) any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (as hereinafter defined), and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice Common Shares of the Distribution DateCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares of the Company 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share of the Company so heldheld (subject to adjustment as provided in this Agreement). As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Voting Common Shares of the Company outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares of the Company which have and will become outstanding (including, without limitation, reacquired Voting Common Shares of the Company referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Arena Pharmaceuticals, Inc. (the "Company") and Fleet National BankComputershare Trust Company, Inc. (the "Rights Agent") dated as of June 1October 30, 2000 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Voting Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares of the Company which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of by any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. For purposes hereof, a tender or exchange offer shall not be deemed to have commenced, nor shall any Person be deemed to have publicly announced an intent to commence a tender or exchange offer, until such time as (i) one or more of the events specified by Rule 14d-2(a)(1), (2), (3) or (4) under the Exchange Act shall have occurred or any Person shall have filed a Schedule 14D-1 with the Securities and Exchange Commission under the Exchange Act with respect to the commencement of a tender or exchange offer (the first to occur of any such events or filing being deemed an "Event") or (ii) an Event shall have occurred following a public announcement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of the intention to commence a tender or exchange offer.
(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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented evidenced thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. UFP Technologies, Inc. and Fleet National BankAmerican Stock Transfer & Trust Company, as Rights Agent, dated as of June 1January 13, 2000 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 Orient-Express Hotels Ltd. UFP Technologies, 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. Orient-Express Hotels Ltd. UFP Technologies, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights AgreementUnder certain circumstances, Rights issued to that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan or compensation plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five (5) Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent of the occurrence thereof and, if the Rights Agent is not then also the transfer agent and registrar for the Common Stock, provide the Rights Agent with the names and addresses of all record holders of Common Stock, and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenseand provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Effective Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Voting Common Shares as of the close Close of business Business on the Distribution Effective Date, at the address of such holder shown on the records of the Company. Until the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any certificate for Common Shares outstanding shall also constitute the transfer of the Rights associated with the Common Shares represented thereby (whether or not such certificates have impressed on, printed, written on or otherwise affixed to them the legend set forth in Section 3(c)).
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Effective Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Commerce Energy Group, Inc. (the "Company") and Fleet National BankComputershare Trust Company, as Rights Agent (the "Rights Agent"), dated as of June July 1, 2000 2004, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Effective Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until Subject to the earlier second sentence of this Section 3(a), until the earliest of (i) the Close of Business on the tenth calendar day after the Shares Share Acquisition Date or Date, (ii) the occurrence of any Triggering Event or (iii) the Close of Business on the tenth calendar day (or such later date as may be determined by the Board of Directors of the Company) after the date of the commencement of, or first public disclosure of the first public announcement of the intention of intent to commence, a tender or exchange offer by any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company its Subsidiaries, or any entity Person holding Voting Common Shares for or pursuant to the terms of any such employee benefit plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate for 30% or more of the total voting rights which may be cast at any general meeting of the Company outstanding Common Shares (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier Close of Business on the earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates for Common Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights, including the right to receive Right Certificates as herein provided, will be transferable only in connection with the transfer of Voting Common Shares. The Company will give With respect any Distribution Date to be determined pursuant to clause (iii) of this Section 3(a), the Rights Agent prompt written notice Board of Directors of the Company, prior to the Close of Business on such date, may from time to time, pursuant to a resolution approved by a majority of the Disinterested Directors, postpone the occurrence of such Distribution DateDate to a later date which is certain or determined upon the occurrence of one or more events; PROVIDED, HOWEVER, such Distribution Date may not be postponed by the Board of Directors of the Company pursuant to this sentence to a date which is later than the earlier of any Distribution Date determined pursuant to clause (i) or clause (ii) of this Section 3(a). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent willby first class, if requested, at the Company's expense, send) by first-classinsured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of Voting Common Shares as of the close Close of business Business on the Distribution Date, Record Date at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates for the Common Shares with or without a copy of the Summary of Rights attached thereto and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Redemption Date or the Expiration Date, the surrender for transfer of any of the certificates for the Common Shares outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificate.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) issued after the Record Date Date, but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June July 1, 2000 (the "Rights Agreement"), between Polaroid Corporation and [--], 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 Orient-Express Hotels Ltd. Polaroid Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Polaroid Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights AgreementUnder certain circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) shall or by any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Polaroid Corp)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Voting Common 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.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing for Common Shares outstanding as of the foregoing legendRecord Date, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.will be
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the close of business on the tenth day (or such later date as may be determined by action of the Corporation's Board of Directors of the CompanyDirectors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCLCorporation, any Subsidiary of the Company or SCLCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Voting Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying an Acquiring Person (including, in the aggregate 30% or more case of the total voting rights which may be cast at any general meeting of the Company both (including i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice underlying Common Shares (including a transfer to the Corporation); PROVIDED, HOWEVER, that if a tender offer prior to the occurrence of the a Distribution DateDate is terminated, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit B A hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each Voting Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Common Shares, in substantially the form of Exhibit B hereto (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 Corporation. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCommon Shares.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed be deemed also to them be certificates for Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Polymer Research Corp. of America and Fleet National BankRegistrar & Transfer Company, dated as of June 1July 31, 2000 1995 (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Polymer Research Corp. of America. 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. Orient-Express Hotels Ltd. Polymer Research Corp. of America will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) shall and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company Corporation purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company Corporation shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Polymer Research Corp of America)
Issue of Right Certificates. (a) Until the earlier (the earlier of such dates being herein referred to as the "DISTRIBUTION DATE") of (i) the close of business on the tenth day Business Day after the Shares Acquisition Date or and (ii) the close of business on the tenth day (or such later date as may be determined by the Board of Directors of the Company) Business Day after the date of the commencement by any Person (other than the Company, any wholly owned Subsidiary of the Company, any employee benefit plan of the Company or of any wholly owned Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan to the extent such entity is so acting with the approval or consent of the Company or as part of such entity's ordinary activities with respect to any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any wholly owned Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any wholly owned Subsidiary of the Company Company, or any entity holding Voting Common Shares for or pursuant to the terms of any such plan to the extent such entity is so acting with the approval or consent of the Company or as part of such entity's ordinary activities with respect to any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 3015% or more of the total voting rights which may be cast at any general meeting of the Company (Common Shares then outstanding, including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice Common Shares of the Distribution DateCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expensesend), send) by first-class, postage-insured, postage prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B A hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each Voting Common Share of the Company so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding As promptly as of practicable following the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description copy of a Summary of Rights to Purchase Common Shares, in substantially the Rightsform of Exhibit B hereto (the "SUMMARY OF RIGHTS"), by first-class, postage-postage prepaid mail, to each record holder of Voting Common Shares as of the close of business on the Distribution Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date and 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 associated with the Common Shares represented thereby.
(c) Certificates for Voting Common Shares which have and will that become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Matador Petroleum Corporation and Fleet National BankX. X. Xxxxxxx & Sons, Inc. dated as of June 1May 17, 2000 2001 (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Matador Petroleum Corporation. Under certain circumstances, as set forth in the Rights Agreement, such the Rights described therein will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Matador Petroleum Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as those terms are defined in the Rights Agreement) shall become null and void. The Rights shall not be exercisable by a holder in any jurisdiction where the requisite qualification to the issuance to such holder of the Rights, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which that are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will promptly notify the Rights Agent thereof, and prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenserequested and provided with a shareholder list and all other relevant information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Kosan Biosciences Incorporated (the "Company") and Fleet National BankMellon Investor Services LLC as Rights Agent (the "Rights Agent"), dated as of June 1October 5, 2000 2001, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth business 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 of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or of the first public announcement of the intention of exchange offer by any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares Company Common Stock for or pursuant to the terms of any such plan) to commenceis first published or sent or given within the meaning of Rule 14d-2 of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be a tender or exchange offer the consummation of which would result in any Person becoming the 15% Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Company Voting Shares Common Stock and Company Nonvoting Common Stock, as the case may be, registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights (and the right to receive separate certificates ("Right Certificates Certificates")) will be transferable only in connection with the transfer of Voting Shares. The the underlying Company will give Common Stock (including a transfer to the Rights Agent prompt written notice of the Distribution DateCompany) as more fully set out below. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting Shares Company 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, a Right Certificate (the "Right Certificate"), which shall be in substantially the form of Exhibit B A-1 hereto (a "Right Certificate")in the case of Company Voting Common Stock, or in substantially the form of Exhibit A-2 hereto in the case of Company Nonvoting Common Stock, evidencing one Right for each Voting Share share of such type so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding As promptly as of practicable following the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description copy of a Summary of Rights to Purchase Common Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage- prepaid mail, to each record holder of Voting Shares Company 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 Company. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Company Common Stock outstanding, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Company Common Stock.
(c) Certificates for Voting Shares Company Common Stock which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in shares which are subsequently disposed of by the last sentence of this paragraph (c)Company) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement Agreement, as it may from time to time be supplemented or amended, between Orient-Express Hotels Ltd. CT Communications, Inc. and Fleet First Union National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. CT Communications, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will rights may be redeemed or exchanged, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. CT Communications, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. As described in the Rights AgreementUnder certain circumstances, Rights rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) shall and any subsequent holder of such rights may become null and void. ." With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares Company Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented therebytherewith. In the event that the Company purchases or acquires any Voting Shares after the Record Date but Company Common Stock prior to the Distribution Date, any Rights associated with such Voting Shares Company Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstandingretired.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day Business Day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so heldheld (subject to adjustment as provided herein). As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. National Gas & Oil Company and Fleet National Bank, City Bank dated as of June 1February 16, 2000 1996, as 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 Orient-Express Hotels Ltd. National Gas & Oil Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. National Gas & Oil Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of by any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares of the Company for or pursuant to the terms of any such plan) to commence, of a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in Common Shares of the aggregate 30Company aggregating 10% or more of the total voting rights which may be cast at any general meeting then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice Common Shares of the Company. Notwithstanding anything else in this Agreement, (i) a Distribution DateDate shall occur with respect to the Current Offer on the Shares Acquisition Date with respect to the Current Offer or such earlier date determined by the Board of Directors of the Company and (ii) no Distribution Date shall occur as a result of the closing of the merger contemplated by the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenserequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares of the Company 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each Voting Common Share so held. In the event that an adjustment in the number of Rights per share of Common Shares has been made pursuant to Sections 11 and 13 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares of the Company outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights an Agreement between Orient-Express Hotels Energy Partners, Ltd. and Fleet National BankMellon Investor Services LLC, as Rights Agent, dated as of June 1September 14, 2000 2006, 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 Orient-Express Hotels Energy Partners, Ltd. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Energy Partners, Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described set forth in the Rights Agreement, Rights issued to Acquiring Persons beneficially owned by any Person (as defined in the Rights Agreement) shall who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Voting Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares of the Company which are no longer outstanding. Notwithstanding this subsection (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in Common Shares of the aggregate 30Company aggregating 15% or more of the total voting rights which may be cast at any general meeting then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting SharesCommon Shares of the Company. The Company will give must promptly notify the Rights Agent prompt written notice of the occurrence of a Distribution DateDate and request the transfer agent to provide a shareholders list. As soon as practicable after a Distribution Date occurs and the Distribution DateRights Agent receives such notice and list, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares of the Company 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares of the Company outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights an Agreement between Orient-Express Hotels Ltd. CK Witco Corporation and Fleet National BankChaseMellon Shareholder Services, L.L.C., dated as of June 1September 2, 2000 1999, as it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. CK Witco Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. CK Witco Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described set forth in the Rights Agreement, Rights issued to Acquiring Persons beneficially owned by any Person (as defined in the Rights Agreement) shall who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Voting Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares of the Company which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Ck Witco Corp)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date date of the first public announcement by the Company or an Acquiring Person that an Acquiring Person has become such or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 20% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date, the Exchange Date or the Final Expiration Date if occurring prior to the Distribution Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. First Bank System, Inc. and Fleet National BankXxxxxx Shareholder Services Trust Company, dated as of June 1December 21, 2000 1988 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. First Bank System, 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. Orient-Express Hotels Ltd. First Bank System, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) 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 of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will shall give the Rights Agent prompt written notice of the occurrence of the Distribution Date. As soon as practicable after the Distribution Date, the Company will shall prepare and execute, the Rights Agent will shall countersign, and the Company will shall send or cause to be sent (and or the Rights Agent willshall, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will shall send a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Voting Common Shares as of the close of business on the Distribution Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, the Rights will be evidenced until the Distribution Date by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights 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 associated with the Common Shares represented thereby.
(c) Rights shall be issued (i) in respect of all Common Shares that are issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and (ii) in connection with the issuance or sale of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights (x) with respect to Common Shares so issued or sold pursuant to the exercise of stock options or under any employee benefit plan or arrangement, or upon the exercise, conversion or exchange of securities, granted or issued by the Company prior to the Distribution Date and (y) with respect to Common Shares so issued or sold in any other case, if deemed necessary or appropriate by the Board of Directors of the Company. Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall will have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. DATATRAK International, Inc. and Fleet National City Bank, as rights agent, dated as of June 1September 5, 2000 2007, as it may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. DATATRAK International, 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. Orient-Express Hotels Ltd. DATATRAK International, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be are evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute constitutes the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall will be deemed cancelled and retired so that the Company shall would not be entitled to exercise any Rights associated with the Voting Common Shares which are that were no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (or such later date as may be determined by the Board of Directors of the Company) after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the The Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice underlying Common Shares (including a transfer to the Company) until the earlier to occur of (i) 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) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both clauses (i) and (ii) of this Section 3(a), any such date which is after the date of this Agreement and prior to the issuance of the Rights), the earlier of such dates being herein referred to as the "Distribution Date"; provided, however, that if the tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersigncountersign and send, and the Company will send or cause to be sent (and the Rights Agent willsent, if requested, at the Company's expense, send) by first-class, postage-insured, postage prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. Upon the execution and delivery of this Agreement, or as soon as practicable thereafter, the Company shall file the full text of this Agreement and the Summary of Rights with the Securities and Exchange Commission. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Shares represented therebysuch Common Shares. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description result of the Rightsexecution of this Agreement on June 12, by first-class1997, postage-prepaid mail, to each record holder of Voting Shares Common Stock outstanding as of the close Close of business Business on the Distribution DateRecord Date shall, at subject to the address terms and conditions of such holder shown on this Agreement, also represent one Right and shall, subject to the records terms and conditions of this Agreement, represent the Companyright to purchase one one-thousandth of a share of Preferred Stock.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (cSection 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed be deemed also to them be certificates for Rights and from and after the date hereof shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. NextLevel Systems, Inc. and Fleet National BankChaseMellon Shareholder Services, L.L.C., dated as of June 112, 2000 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. NextLevel Systems, 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. Orient-Express Hotels Ltd. NextLevel Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefortherefor from such holder. As described Under certain circumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) shall and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan or compensation plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five (5) Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent of the occurrence thereof and, if the Rights Agent is not then also the transfer agent and registrar for the Common Stock, provide the Rights Agent with the names and addresses of all record holders of Common Stock, and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenseand provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Effective Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Voting Common Shares as of the close Close of business Business on the Distribution Effective Date, at the address of such holder shown on the records of the Company. Until the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any certificate for Common Shares outstanding shall also constitute the transfer of the Rights associated with the Common Shares represented thereby (whether or not such certificates have impressed on, printed, written on or otherwise affixed to them the legend set forth in Section 3(c)).
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Effective Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Commerce Energy Group, Inc. (the "Company") and Fleet National BankComputershare Investor Services LLC, as Rights Agent (the "Rights Agent"), dated as of June 1March ___, 2000 2004, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Effective Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth business day after the Shares Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of intent to commence, by any Person (other than the Company, SCL, any Subsidiary subsidiary of the Company Company, or SCL, any employee benefit plan of the Company or of any Subsidiary subsidiary of the Company or any Person or entity holding Voting Shares organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence), a tender or exchange offer the if, upon consummation of which thereof, such Person would result in any be an Acquiring Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Voting Shares the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for the Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice of the Distribution DateCommon Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-insured, postage prepaid mail, to each record holder of Voting Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate")hereto, evidencing one Right for each Voting Share share of the Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company will notify the Rights Agent promptly of the Distribution Date.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send a summary description copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of Voting Shares the 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 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 registered in the names of the holders of the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to Rights shall be issued in the last sentence respect of this paragraph (c)) all shares of Common Stock issued after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Expiration Date or the Final Expiration Date (as such terms are defined in Section 7). Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. CHAMPION ENTERPRISES, INC. and Fleet National Xxxxxx Trust and Savings Bank, Rights Agent, dated as of June 1January 9, 2000 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. CHAMPION ENTERPRISES, 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. Orient-Express Hotels Ltd. CHAMPION ENTERPRISES, 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 promptly after receipt of a written request therefor. As described in the Rights AgreementUnder certain circumstances, Rights issued to which are or were beneficially owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) shall and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Voting Shares Common Stock represented therebyby such certificate. In the event that the Company purchases or acquires any Voting Shares shares of the Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shares of the Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares Common Stock which are is no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at requested and provided with a list of all the Company's expenserecord holders of Common Shares, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Dendreon Corporation (the “Company”) and Fleet National BankMellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated as of June 1September 18, 2000 2002, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Dendreon Corp)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent of the occurrence thereof and, if the Rights Agent is not then also the transfer agent and registrar for the Common Stock, provide the Rights Agent with the names and addresses of all record holders of Common Stock, and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenseand provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 hereof. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Voting Common 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. Until the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any certificate for Common Shares outstanding shall also constitute the transfer of the Rights associated with the Common Shares represented thereby (whether or not such certificates have impressed on, printed, written on or otherwise affixed to them the legend set forth in Section 3(c)).
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the second to last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform set forth below: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights an Agreement between Orient-Express Hotels Ltd. EMAK Worldwide, Inc. (the "Company") and Fleet National BankContinental Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), dated as of June 1March 15, 2000 2006, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related Persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer offer, the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Exar Corporation and Fleet The First National BankBank of Boston, dated as of June 1December 15, 2000 1995, as 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 Orient-Express Hotels Ltd. Exar Corporation Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Exar Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Exar Corp)
Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Share Acquisition Date (or if the tenth day after Share Acquisition Date occurs before the Record Date, the Close of Business of the Record Date), (ii) the Close of Business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior 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 Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer offer, the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares carrying in Common Stock (other than Common Stock of which such Person would be deemed, pursuant to the aggregate 30second proviso of the second sentence of Section 1(a) hereof, not to be the Beneficial Owner) aggregating 15% or more of the total voting rights which may be cast at any general meeting then outstanding Common Stock or (iii) the Close of Business on the tenth Business Day after the Board of Directors of the Company determine, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Shares Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice shares of the Distribution DateCommon Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Shares Common Stock as of the close Close of business Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each Voting Share share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Voting Shares Common Stock outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or or, if earlier the earlier of the Redemption Expiration Date or Final Expiration Date(as such terms are defined in Section 7 hereof)), the surrender for transfer of any certificate for Voting Shares Common Stock outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Shares Common Stock represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates for Voting Shares Common Stock which have and will become outstanding (including, without limitation, reacquired Voting Shares Common Stock referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Redemption Expiration Date or in certain circumstances provided in Section 22 hereof, after the Final Expiration Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a an Amended Restated Rights Agreement between Orient-Express Hotels Ltd. HPSC, Inc. and Fleet National BankBankBoston, N.A., dated as of June 1September 16, 2000 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 Orient-Express Hotels Ltd. HPSC, 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. Orient-Express Hotels Ltd. HPSC, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person, an Adverse Person or any Affiliate or Associate thereof (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Voting Shares shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (HPSC Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan or Xxxxxx Xxxxxx, Inc.) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 20% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Regis Corporation and Fleet National BankNorwest Bank Minnesota, N.A. dated as of June 1December 23, 2000 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Regis Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Regis Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Regis Corp)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Coinstar, Inc. (the "Company") and Fleet National BankAmerican Securities Transfer & Trust, Inc. as Rights Agent (the "Rights Agent"), dated as of June 1November 12, 2000 1998, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Coinstar Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (or such later date as may be determined by the Board of Directors of the Company) after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the The Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice underlying Common Shares (including a transfer to the Company) until the earlier to occur of (i) 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) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both clauses (i) and (ii) of this Section 3(a), any such date which is after the date of this Agreement and prior to the issuance of the Rights), the earlier of such dates being herein referred to as the "Distribution Date"; provided, however, that if the tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersigncountersign and send, and the Company will send or cause to be sent (and the Rights Agent willsent, if requested, at the Company's expense, send) by first-class, postage-insured, postage prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. Upon the execution and delivery of this Agreement, or as soon as practicable thereafter, the Company shall file the full text of this Agreement and the Summary of Rights with the Securities and Exchange Commission. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Shares represented therebysuch Common Shares. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description result of the Rightsexecution of this Agreement on , by first-class1997, postage-prepaid mail, to each record holder of Voting Shares Common Stock outstanding as of the close Close of business Business on , 1997 shall, subject to the Distribution Dateterms and conditions of this Agreement, at also represent one Right and shall, subject to the address terms and conditions of such holder shown on this Agreement, represent the records right to purchase one one-thousandth of the Companya share of Preferred Stock.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (cSection 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed be deemed also to them be certificates for Rights and from and after the date hereof shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. CommScope, Inc. and Fleet National Bank, dated as of June 1, 2000 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. CommScope, 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. Orient-Express Hotels Ltd. CommScope, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefortherefor from such holder. As described Under certain circumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) shall and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Commscope Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany 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 such Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares carrying in Common Shares of the aggregate 30Company aggregating 15% or more of the total voting rights which may be cast at any general meeting then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and any right to receive Right Certificates Certificates) will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice Common Shares of the Distribution DateCompany. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares of the Company as of the close Close of business Business on the Distribution DateDate (other than any Acquiring Person or any Affiliate or Associate of any Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit EXHIBIT B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right (subject to adjustment as provided herein) for each Voting Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of EXHIBIT C hereto (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. With respect to certificates for Voting Common Shares of the Company outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of or, if earlier, the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Rights shall be issued in respect of all Common Shares which have and will become outstanding issued or disposed of (including, without limitation, reacquired Voting upon disposition of Common Shares referred to in the last sentence out of this paragraph (c)treasury stock or issuance or reissuance of Common Shares out of authorized but unissued shares) after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Redemption Distribution Date. Certificates issued for Common Shares (including, without limitation, upon transfer of outstanding Common Shares, disposition of Common Shares out of treasury stock or issuance or reissuance of Common Shares out of authorized but unissued shares) after the Record Date or but prior to the Final earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National BankTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ANDRX CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANY, dated as of June 1DATED AS OF MARCH 20, 2000 2003, AS IT MAY BE AMENDED FROM TIME TO TIME (the THE "Rights AgreementAGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Under certain circumstancesTHE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ANDRX CORPORATION. UNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS (AS DEFINED IN THE AGREEMENT) WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforANDRX CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. As described in the Rights AgreementUNDER CERTAIN CIRCUMSTANCES, Rights issued to Acquiring Persons AS SET FORTH IN THE AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON (as defined in the Rights AgreementAS DEFINED IN THE AGREEMENT) shall become null and voidWHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE AGREEMENT) AND CERTAIN TRANSFEREES THEREOF BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate (except as otherwise provided herein) shall also constitute the transfer of the Rights associated with the Voting Common Shares of the Company represented thereby. In the event that the Company purchases or otherwise acquires any Voting Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares of the Company which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Andrx Corp /De/)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (or such later date as may be determined by the Board of Directors of the Company) after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the The Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice underlying Common Shares (including a transfer to the Company) until the earlier to occur of (i) 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) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both clauses (i) and (ii) of this Section 3(a), any such date which is after the date of this Agreement and prior to the issuance of the Rights), the earlier of such dates being herein referred to as the "Distribution Date"; provided, however, that if the tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersigncountersign and send, and the Company will send or cause to be sent (and the Rights Agent willsent, if requested, at the Company's expense, send) by first-class, postage-insured, postage prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, substantially in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. Upon the execution and delivery of this Agreement, or as soon as practicable thereafter, the Company shall file the full text of this Agreement and the Summary of Rights with the Securities and Exchange Commission. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Shares represented therebysuch Common Shares. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description result of the Rightsexecution of this Agreement on June 12, by first-class1997, postage-prepaid mail, to each record holder of Voting Shares Common Stock outstanding as of the close Close of business Business on the Distribution DateRecord Date shall, at subject to the address terms and conditions of such holder shown on this Agreement, also represent one Right and shall, subject to the records terms and conditions of this Agreement, represent the Companyright to purchase one one-thousandth of a share of Preferred Stock.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (cSection 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed be deemed also to them be certificates for Rights and from and after the date hereof shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. CommScope, Inc. and Fleet National BankChaseMellon Shareholder Services, L.L.C., dated as of June 112, 2000 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. CommScope, 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. Orient-Express Hotels Ltd. CommScope, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefortherefor from such holder. As described Under certain circumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) shall and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Commscope Inc)
Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth business day after the Shares Stock Acquisition Date (or, the Record Date, if the tenth business day after the Stock Acquisition Date occurs before the Record Date), or (ii) the tenth business day (or such later date as may be determined by the Board of Directors of the Company) after the date of the commencement of, or of the first public announcement of of, the intention intent of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any of its subsidiaries or any employee benefit plan of the Company or of any Subsidiary subsidiary of the Company or any entity holding Voting Shares for Person appointed as trustee by the Company or such subsidiary pursuant to the terms of any such planplan in such Person's capacity as trustee) to commence, commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer the consummation of which would result in any such Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date day which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Shares the Common Stock of the Company registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice of the Distribution DateCommon Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-first- class, postage-insured, postage prepaid mail, to each record holder of Voting Shares 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, a Right Certificatecertificate for Rights, in substantially the form of Exhibit B A hereto (a the "Right CertificateRights Certificates"), evidencing one Right for each Voting Share share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available 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 any holder of the Common Stock who may so request prior to the Expiration Date. With respect to certificates for Voting Shares the Common Stock outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereofof the Common Stock. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate of the certificates for Voting Shares the Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares Common Stock represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Companycertificate.
(c) Certificates for Voting Shares Rights shall be issued in respect of all shares of Common Stock which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date. Certificates representing such shares shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. GENERAL EMPLOYMENT ENTERPRISES, INC. and Fleet National Bank, CONTINENTAL STOCK TRANSFER & TRUST COMPANY dated as of June 1February 4, 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 Orient-Express Hotels Ltd. GENERAL EMPLOYMENT ENTERPRISES, INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. GENERAL EMPLOYMENT ENTERPRISES, INC. will mail to the holder of this certificate a copy of the Rights Agreement without charge after promptly upon receipt of a written request therefor. As described in the Rights AgreementUnder certain circumstances, Rights issued to to, or held by, an Acquiring Persons Person or Associates or Affiliates of an Acquiring Person (as defined in the Rights Agreement) shall and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Voting Shares Common Stock represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with by such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstandingcertificate.
Appears in 1 contract
Samples: Rights Agreement (General Employment Enterprises Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Aspect Development, Inc. (the "Company") and Fleet National BankU.S. Stock Transfer Corporation as Rights Agent (the "Rights Agent"), dated as of June 1October 7, 2000 1998, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (or such later date as may be determined by the Board of Directors of the Company) after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the The Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice underlying Common Shares (including a transfer to the Company) until the earlier to occur of (i) 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) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both clauses (i) and (ii) of this Section 3(a), any such date which is after the date of this Agreement and prior to the issuance of the Rights), the earlier of such dates being herein referred to as the "DISTRIBUTION DATE"; provided, however, that if the tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersigncountersign and send, and the Company will send or cause to be sent (and the Rights Agent willsent, if requested, at the Company's expense, send) by first-class, postage-insured, postage prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, substantially in substantially the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each Voting Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. Upon the execution and delivery of this Agreement, or as soon as practicable thereafter, the Company shall file the full text of this Agreement and the Summary of Rights with the Securities and Exchange Commission. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Shares represented therebysuch Common Shares. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description result of the Rightsexecution of this Agreement on April 23, by first-class1997, postage-prepaid mail, to each record holder of Voting Shares Common Stock outstanding as of the close Close of business Business on April 23, 1997 shall, subject to the Distribution Dateterms and conditions of this Agreement, at also represent one Right and shall, subject to the address terms and conditions of such holder shown on this Agreement, represent the records right to purchase one one-thousandth of the Companya share of Preferred Stock.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (cSection 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed be deemed also to them be certificates for Rights and from and after the date hereof shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Department 56, Inc. and Fleet National BankChaseMellon Shareholder Services, L.L.C., dated as of June 1April 23, 2000 1997 (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Department 56, 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. Orient-Express Hotels Ltd. Department 56, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefortherefor from such holder. As described Under certain circumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) shall and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
Appears in 1 contract
Samples: Rights Agreement (Department 56 Inc)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent of the occurrence thereof and, if the Rights Agent is not then also the transfer agent and registrar for the Common Stock, provide the Rights Agent with the names and addresses of all record holders of Common Shares, and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expenseand provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a summary description copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Voting Common 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. Until the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any certificate for Common Shares outstanding shall also constitute the transfer of the Rights associated with the Common Shares represented thereby (whether or not such certificates have impressed on, printed, written on or otherwise affixed to them the legend set forth in Section 3(c)).
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially in the form of the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Bioenvision, Inc. (the "Company") and Fleet National BankAmerican Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), dated as of June 1November 17, 2000 2004, as 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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. 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. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Bioenvision Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth Close of Business on the 15th day after the Shares Acquisition Date or (ii) the tenth Close of Business on the 15th day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commencecommence (which intention shall not have been withdrawn within five business days (as defined in Rule 14d-1 of the General Rules and Regulations under the Exchange Act) after such public announcement), a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than the Company, any Person becoming Subsidiary of the Beneficial Owner Company, any employee benefit plan of shares carrying in the aggregate 30Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of 20% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right CertificatesCertificates where the context so requires) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting 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 one or more Right CertificateCertificates, in substantially the form of Exhibit EXHIBIT B hereto (a the "Right CertificateCertificates"), evidencing one Right for each Voting Common Share so held, subject to adjustment pursuant to Section 11(i). In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i), at the time Right Certificates are distributed, the Company may, to the extent provided in Section 14(a), make the necessary and appropriate adjustments (as set forth in Section 14(a)) so that Right Certificates are distributed representing only whole numbers of Rights and pay cash in lieu of fractional Rights pursuant to Section 14(a). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b4. Section 11(a)(ii) With respect to certificates for Voting Shares outstanding as of the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered Original Agreement is hereby amended in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As soon its entirety to read as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.follows:
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Common Shares aggregating 20% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the
(b) On the certificates for Voting Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesRecord Date, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As or as soon as practicable after the Distribution Datethereafter, the Company will prepare and executesend a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the Rights Agent will countersignform of Exhibit C hereto (the "Summary of Rights"), and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting Common 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereofthereof together with a copy of the Summary of Rights 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 Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a the Second Amended and Restated Rights Agreement between Orient-Express Hotels Ltd. Octel Communications Corporation and Fleet The First National BankBank of Boston, dated as of June 1May 13, 2000 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Orient-Express Hotels Ltd. Octel Communications Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. Octel Communications Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.transfer
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth Close of Business on the 15th day after the Shares Acquisition Date or (ii) the tenth Close of Business on the 15th day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commencecommence (which intention shall not have been withdrawn within five business days (as defined in Rule 14d-1 of the General Rules and Regulations under the Exchange Act) after such public announcement), a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than the Company, any Person becoming Subsidiary of the Beneficial Owner Company, any employee benefit plan of shares carrying in the aggregate 30Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of 20% or more of the total voting rights which may be cast at any general meeting of the Company then outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates dates, except as hereinafter set forth in this Section 3(a), being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right CertificatesCertificates where the context so requires) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Voting Common Shares. The Notwithstanding anything stated in this Section 3 to the contrary, (1) the Distribution Date shall in no event occur until the authority of the Board of Directors of the Company will give to redeem the Rights Agent prompt written notice pursuant to Section 23(a), as such Section may be amended pursuant to Section 27, shall have terminated and (2) a Shares Acquisition Date or the commencement, or public announcement of an intention to commence, a tender offer or exchange offer shall not be deemed to constitute an event of the nature described in clause (i) or clause (ii) of the first sentence of this Section 3(a) or, with the lapse of time, a Distribution Date, if the acquisition of Common Shares resulting in the Shares Acquisition Date is pursuant to, or the tender offer or exchange offer commenced or announced is, a tender offer or an exchange offer for all outstanding Common Shares of the Company at a price and on terms determined by the Board of Directors of the Company, at a time when a majority of the directors then serving are Continuing Directors and after receiving advice from one or more investment banking firms, to be (A) fair to stockholders (taking into account all factors which the Board of Directors deems relevant), and (B) otherwise in the best interests of the Company and its stockholders and which the Board of Directors determines to recommend to the stockholders of the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, postage-prepaid mail, to each record holder of Voting 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 one or more Right CertificateCertificates, in substantially the form of Exhibit EXHIBIT B hereto (a the "Right CertificateCertificates"), evidencing one Right for each Voting Common Share so held, subject to adjustment pursuant to Section 11(i). In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i), at the time Right Certificates are distributed, the Company may, to the extent provided in Section 14(a), make the necessary and appropriate adjustments (as set forth in Section 14(a)) so that Right Certificates are distributed representing only whole numbers of Rights and pay cash in lieu of fractional Rights pursuant to Section 14(a). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of EXHIBIT C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) after the Record Date but and (i) prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date or (ii) upon the exercise or conversion, prior to the earlier of the Redemption Date or the Final Expiration Date, of any option or other security exercisable for or convertible into Common Shares, which option or other security is outstanding on the Distribution Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. Digi International Inc. and Fleet Norwest Bank Minnesota, National BankAssociation, dated as of June 110, 2000 1998 (the "Rights Agreement"), the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file with the Secretary at the principal executive offices of Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefortherefor to its Secretary from such holder. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to that are or were acquired or beneficially owned by an Acquiring Persons Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, the registered holders of the Common Shares shall also be the registered holders of the associated Rights and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
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Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of but in no event later than the Companytenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or of the first public announcement of the intention of exchange offer by any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Voting Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30Voting Power aggregating 15% or more of the total voting rights which may be cast at any general meeting of the Company outstanding Voting Power (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Voting Shares the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of Voting Shares. The Company will give the Rights Agent prompt written notice underlying shares of the Distribution DateCommon Stock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested, at the Company's expense, send) by first-first class, postage-insured, postage prepaid mail, to each record holder of Voting Shares 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, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a the "Right Certificate"), evidencing one Right for each Voting Share share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send a summary description copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of Voting Shares the Common Stock 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. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders of the Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.
(c) Certificates for Voting Shares which have and will become outstanding (including, without limitation, reacquired Voting Shares referred to in the last sentence of this paragraph (c)) Common Stock issued after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend substantially to the following legendeffect: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. DHB Industries, Inc. (the "Company") and Fleet National BankAmerican Stock Transfer & Trust Company, dated as of June 1Rights Agent, 2000 as it may from time to time be supplemented or amended (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 Orient-Express Hotels Ltd. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by this certificate. Orient-Express Hotels Ltd. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. As described in the Rights AgreementUnder certain circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) shall and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Voting Shares Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Voting Shares Common Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Voting Shares Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares shares of Common Stock which are no longer outstanding.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the Companyprior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, SCL, any Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares carrying in the aggregate 30% or more of the total voting rights which may be cast at any general meeting of the Company an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting Common Shares 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, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (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. With respect to certificates for Voting Common Shares outstanding as of the Record Date and thereafterDate, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Voting Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. As soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentence, the Company will send a summary description of the Rights, by first-class, postage-prepaid mail, to each record holder of Voting Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Orient-Express Hotels Ltd. and Fleet National Bank, dated as of June 1, 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 Orient-Express Hotels Ltd. 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. Orient-Express Hotels Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Voting Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. In the event that the Company purchases or acquires any Voting Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Shares which are no longer outstanding.:
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors of the CompanyCompany prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of or of the first public announcement of the intention of any Person (other than the Company, SCL, any wholly-owned Subsidiary of the Company or SCLCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Voting Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any beneficial ownership by a Person becoming the Beneficial Owner of shares carrying in the aggregate 3015% or more of the total voting rights which may be cast at any general meeting outstanding Common Shares of the Company (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates for Voting Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Rights Certificates) and not by separate Right Rights Certificates, and (y) the Rights (and the right to receive Right Certificates Rights Certificates) will be transferable only in connection with the transfer of Voting Common Shares. The Company will give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent Agents will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Voting 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 Right Rights Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Voting Common Share so held. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) With respect to certificates for Voting Shares outstanding as of On the Record Date and thereafter, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Voting Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Voting Shares represented thereby. As as soon as practicable after the Distribution Date, and after notifying the Rights Agent that the Company will make the mailing described in this sentencethereafter, the Company will send a summary description copy of a Summary of Rights, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Voting Common Shares as of the close of business on the Distribution Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration, exchange or termination of the Rights), the Rights shall be evidenced by such certificates for Common Shares registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or earlier redemption, expiration, exchange or termination of the Rights), 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 associated with the Common Shares represented thereby.
(c) Certificates for Voting Common Shares which have and will become outstanding (including, including without limitation, reacquired Voting Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed onimpressed, printed onprinted, written on written, stamped or otherwise affixed on to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a the Amended and Restated Rights Agreement between Orient-Express Hotels Ltd. Harvest Natural Resources, Inc. and Fleet National BankWells Fargo Bank Minnesota, N. A., dated as of June 1September 16, 2000 2003 (the thx "Rights Xxghts 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 Orient-Express Hotels Ltd. Harvest Natural Resources, 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. Orient-Express Hotels Ltd. Harvest Natural Resources, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described Under certain circumstances, as set forth in the Rights Agreement, Rights issued to or held by any Person who becomes an Acquiring Persons Person or any Affiliates or Associates thereof (as such terms are defined in the Rights Agreement) shall may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution DateDate (or earlier redemption, expiration, exchange or termination of the Rights), the Rights associated with the Voting Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Voting Common Shares represented thereby. In the event that the Company purchases or acquires any Voting Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Voting Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Voting Common Shares which are no longer outstanding.
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