Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders of Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 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 office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 2 contracts
Samples: Rights Agreement (Culp Inc), Rights Agreement (Culp Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, that a tender or exchange offer ifby any Person is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be become an Acquiring Person or (iii) the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding Expiration Date (the earlier of (i), (ii) and (iiiii) 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 Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). The Board of Directors of the Company may defer the date set forth in clause (ii) of the preceding sentence to a specified later date or to an unspecified later date, each to be determined, by action of a majority of the Board of Directors of the Company. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignwill, and at the Rights Agent will Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Datepracticable, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. People's Choice TV Corp. (the "CorporationCompany") and EquiServe Xxxxxx Trust Company, N.A. Company of New York (the "Rights Agent") dated as of October 8April 12, 1999 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 office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 2 contracts
Samples: Rights Agreement (Peoples Choice Tv Corp), Rights Agreement (Peoples Choice Tv Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if close of business on the tenth (10th) day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, of a tender offer or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or any of any Subsidiary of the Corporationits subsidiaries, or any Person or entity organized, appointed or established by the Corporation Company or any of its subsidiaries for or pursuant to the terms of any such plan) to commencewithin the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer ifany successor provision thereto, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier earliest of (i) and (ii) being herein referred to as the "“Distribution Date"”), (xA) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (yB) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignshall send, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit B A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(n) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a15(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates.
(b) As promptly . The Company will make available, as soon as practicable following the Record Datedate hereof, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mailB (the “Summary of Rights”), to each record any holder of Common Stock as of Rights who may so request from time to time prior to the Close of Business on the Record Final Expiration Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for the Common Stock outstanding as of issued at any time after the Record Date, Date and until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock, Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect outstanding at any time after the Record Date, even without a copy of which the Summary of Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate.
(b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the an Amended and Restated Rights Agreement between Xxxx, Inc. LodgeNet Entertainment Corporation (the "Corporation"“Company”) and EquiServe Trust Company, N.A. (the "Rights Agent") Agent thereunder dated as of October 8February 28, 1999 as the same may be amended from time to time 2007 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. 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 Certificates and will no longer be evidenced by this certificateCertificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge within five Business Days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person or an Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related Persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 Rightscertificate.
Appears in 2 contracts
Samples: Rights Agreement (Lodgenet Entertainment Corp), Rights Agreement (Lodgenet Entertainment Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) shall determine after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) 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 tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent (15%) 25% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificates), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so heldheld or (ii) credit the Book Entries of such holder with such Rights, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights.
(b) As On the Record Date or as promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (the “Summary of Rights”), by first-first class, postage 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 CorporationCompany. With respect to certificates or Book Entries for Common Stock outstanding as of the Record Date, until the earlier of the Distribution DateDate or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock, and Stock together with the registered holders Summary of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificate or Book Entry.
(c) Unless In the Board case of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any certificated shares of Common Stock specifies to the contraryStock, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legenda legend reading substantially as follows: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxSwank, Inc. (the "Corporation"“Company”) and EquiServe American Stock Transfer & Trust Company, N.A. Company LLC (the "“Rights Agent") ”), dated as of October 8November 11, 1999 as the same may be amended from time to time 2009 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person Person, or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates also shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights
Appears in 2 contracts
Samples: Rights Agreement (Swank, Inc.), Rights Agreement (Swank, Inc.)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or any of any Subsidiary of the Corporationits subsidiaries, or any Person or entity organized, appointed or established by the Corporation Company or any of its subsidiaries for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer if, upon consummation thereof, which would result in such Person would be becoming an Acquiring Person (including any such date which is on or after the Beneficial Owner date of fifteen percent (15%) or more this Agreement and prior to the issuance of the shares of Common Stock then outstanding Rights) (the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignshall send, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates.
(b) . As promptly soon as practicable following the Record Date, the Corporation will Company shall send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock, Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect outstanding on the Record Date, even without a copy of which the Summary of Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate.
(b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN NETWORK COMPUTING DEVICES, Inc. INC. (the THE "CorporationCOMPANY") and EquiServe Trust CompanyAND CHASEMELLON SHAREHOLDER SERVICES, N.A. L.L.C. (the THE "Rights AgentRIGHTS AGENT") dated as of October 8DATED AS OF AUGUST 12, 1999 as the same may be amended from time to time 1997 (the THE "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the CorporationTHE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS MAY BE REDEEMED, MAY EXPIRE, OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. The Corporation will mail to the holder of this certificate a copy of the Rights AgreementTHE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE WITHIN FIVE (5) DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof RIGHTS ISSUED TO ACQUIRING PERSONS (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and voidAS DEFINED IN THE RIGHTS AGREEMENT) OR CERTAIN RELATED PERSONS 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 (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 Rightscertificate.
Appears in 2 contracts
Samples: Rights Agreement (Network Computing Devices Inc), Rights Agreement (Network Computing Devices Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) business day after the Stock Acquisition Date (or, if the tenth (10th) business day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Samsonite Corporation (the "CorporationCompany") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 as the same may be amended from time to time Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Samsonite 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. The Samsonite Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 2 contracts
Samples: Rights Agreement (Samsonite Corp/Fl), Rights Agreement (Samsonite Corp/Fl)
Issue of Rights Certificates. (a) Until the earliest of:
(i) the Close of Business on the earlier of (i) the tenth (10th) day Business Day after the Stock Shares Acquisition Date (Date; or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or
(ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than 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 intent intention of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be becoming the Beneficial Owner of fifteen percent (Common Shares aggregating 15%) % or more of the shares of Common Stock then outstanding Common Shares (including any such date which is after the earlier date of (i) this Agreement and (ii) prior to the issuance of the Rights; the earliest of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), ):
(x) no Right may be exercised;
(y) the Rights will shall be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate Rights Certificates, and certificates; and
(yz) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Shares. As soon as practicable after the Distribution Date, the Corporation will Company shall prepare and execute, the Rights Agent will shall countersign, and the Company shall send or cause to be sent (and the Rights Agent will send shall, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit EXHIBIT B hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Corporation will Company shall send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockShares, in substantially the form attached of EXHIBIT C hereto as Exhibit C(the "SUMMARY OF RIGHTS"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for Common Stock, Shares registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any certificates representing shares certificate for Common Shares outstanding on the Record Date, even without a copy of Common Stock in respect the Summary of which Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented by such shares of Common Stockcertificate.
(c) Unless the Board of Directors by resolution adopted at Certificates issued for Common Shares (including, without limitation, certificates issued upon transfer or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares exchange of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued Shares) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock Date shall also be deemed also to be certificates for Rights, Rights and shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between XxxxXionics Document Technologies, Inc. and BankBoston, N.A., dated as of April 15, 1998 (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 as the same may be amended from time to time (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the Corporation. Xionics Document Technologies, 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. The Corporation Xionics Document Technologies, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of a written request therefor. Under certain circumstances, as set forth As described in the Rights Agreement, under certain circumstances, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person or an Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock Shares shall be deemed cancelled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that Shares which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Samples: Rights Agreement (Xionics Document Technologies Inc), Rights Agreement (Xionics Document Technologies Inc)
Issue of Rights Certificates. (a) Until Prior to the Close of Business on the earlier of Distribution Date, (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates (or registrations in uncertificated book-entry form on the books of the Company) for the Common Stock registered in the names of the holders of Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, and the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Company has notified the Rights Agent of the occurrence of a Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignwill, and the Rights Agent will send subject to Section 7(d), send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesRights Certificates, in substantially the form of Exhibit B attached hereto (the "“Rights Certificates"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11(m), then the Company shall, at the time of distribution of the Rights CertificatesCertificates to record holders of Common Stock as of the Close of Business on the Distribution Date, the Corporation 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 to such holders and cash is paid to such holders in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued become outstanding (on original issuance or out of treasury) after the Record Date, Effective Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares (or registrations in uncertificated book-entry form on the books of the Company) for the Common Stock that become outstanding or shall be transferred or exchanged after the Effective Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates (or registrations in uncertificated book-entry form on the books of the Company) for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 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 office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates (or the transfer of any shares evidenced by registrations in uncertificated book-entry form on the books of the Company) shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesthereby. In If the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock after the Record Effective Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that 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 2 contracts
Samples: Rights Agreement (Interface Inc), Rights Agreement (Interface Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Xxxx Family, the Corporation, any Subsidiary meaning of Rule 14d-2(a) of the CorporationGeneral Rules and Regulations under the Exchange Act, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bSubsection (b) hereofof this SECTION 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany); provided that, if the foregoing results in a Distribution Date being prior to the Record Date, the Distribution Date shall be the Record Date and provided further that if any tender or exchange offer referred to in CLAUSE (ii) of this SECTION 3(a) is canceled, terminated or otherwise withdrawn prior to the Distribution Date, such offer shall be deemed, for purposes of this SECTION 3(a), never to have been made. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-first- class, insured, postage prepaid mail, mail to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section SECTION 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section SECTION 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, Date the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate or the earlier transfer or exchange thereof, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock, Stock together with a copy of the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in SECTION 7 hereof), the transfer of any of the certificates representing shares of for the Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are become outstanding (whether originally issued or from the Company treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in SECTION 22 hereof, after the Distribution Date. Certificates representing such issued for shares of Common Stock that shall become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN FORGENT NETWORKS, Inc. INC. (the THE "CorporationCOMPANY") and EquiServe Trust CompanyAND AMERICAN STOCK TRANSFER & TRUST COMPANY, N.A. AS IT MAY BE AMENDED FROM TIME TO TIME (the THE "Rights Agent") dated as of October 8, 1999 as the same may be amended from time to time (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the CorporationTHE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. The Corporation will mail to the holder of this certificate a copy of the Rights AgreementTHE COMPANY WILL MAIL TO THE REGISTERED HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, as in effect on the date of mailingAS IN EFFECT ON THE DATE OF MAILING, without chargeWITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, promptly after receipt of a written request thereforRIGHTS MAY BE REDEEMED. Under certain circumstancesRIGHTS ISSUED TO, as set forth in the Rights AgreementOR HELD BY, Rights issued toANY PERSON WHO IS, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (as such terms are defined in the Rights AgreementAS DEFINED IN THE RIGHTS AGREEMENT), whether currently held by or on behalf of such Person or by any subsequent holderWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, may become null and voidMAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 2 contracts
Samples: Rights Agreement (Forgent Networks Inc), Rights Agreement (Forgent Networks Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Shares Acquisition Date (or, if the tenth (10th) day after the Stock Shares Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than 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 intent intention of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer ifwithin the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, upon the consummation thereof, such of which would result in any Person would be becoming the Beneficial Owner of fifteen percent (15%) Common Shares aggregating 20% or more of the shares of Common Stock 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 (i) and (ii) 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 Common Stock Shares registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Shares. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa Rights certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockShares, in substantially the form attached of Exhibit C hereto as Exhibit C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder then shown on the records of the CorporationCompany. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the earlier Distribution Date (or the earliest of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any certificates representing shares certificate for Common Shares outstanding on the Record Date, with or without a copy of Common Stock in respect the Summary of which Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with such shares of the Common StockShares represented thereby.
(c) Unless Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the Board last sentence of Directors by resolution adopted at or before the time of issuance this paragraph (including pursuant to the exercise of rights under the Corporation's employee benefit plansc)) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates representing such shares of Common Stock Date shall also be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between XxxxAmerican Physicians Service Group, Inc. (the "Corporation") and EquiServe American Stock Transfer & Trust Company, N.A. (the "Rights Agent") Company dated as of October 8August 15, 1999 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 office executive offices of the Corporation. American Physicians Service Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates certificates, and will no longer be evidenced by this certificate. The Corporation American Physicians Service Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, to any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock Shares shall be deemed cancelled canceled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that Shares which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Samples: Rights Agreement (American Physicians Service Group Inc), Rights Agreement (American Physicians Service Group Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send at the expense of the Company by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following At the Record Daterequest of any holder of Common Stock, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CB (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 Datesuch holder, at the address of such holder shown on the records of the CorporationCompany. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 legend or such similar legend as the same Company 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 office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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.deem appropriate:
Appears in 2 contracts
Samples: Rights Agreement (Great Lakes Chemical Corp), Rights Agreement (Great Lakes Chemical Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Shares Acquisition Date or (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan compensation arrangement of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commenceplan or compensation arrangement is first published or sent or given within the meaning of Rule 14d-2 of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) 20% or more of the shares of Common Stock then outstanding (outstanding; the earlier of (i) and (ii) 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 Common Stock Shares registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights (and the right to receive separate certificates ("Rights Certificates")) will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation)Company) as more fully set out below. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa Rights Certificate, which shall be in substantially the form of Exhibit B A hereto (the "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockCommon Shares, in substantially the form attached of Exhibit B hereto as Exhibit C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for Common Stock outstanding as of the Record Date, until Until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any certificates representing shares certificate for Common Shares outstanding, with or without a copy of Common Stock in respect the Summary of which Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with such shares of the Common StockShares.
(c) Unless Certificates for Common Shares which become outstanding (including, without limitation, reacquired shares which are subsequently disposed of by the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plansCompany) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates representing such shares of Common Stock Date shall also be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: legend (or one substantially similar): "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between XxxxAgreement, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 as the same it may be amended from time to time be supplemented or amended, between Energizer Holdings, Inc. and Continental Stock Transfer & Trust Company, (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the Corporation. Energizer Holdings, 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. The Corporation Energizer Holdings, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge within five days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights rights issued to, to or held by, any Person who is, was by Acquiring Persons or becomes an Acquiring Person their Affiliates or an Affiliate or Associate thereof Associates (as such terms are defined in the Rights Agreement), whether currently held by or on behalf ) and any subsequent holder of such Person or by any subsequent holder, rights may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) Distribution Date, the Distribution Redemption Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatestherewith. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock after the Record Date but Shares prior to the Distribution Date, any Rights associated with such shares of Common Stock Shares shall be deemed cancelled canceled and retired unless and until such Common Shares are subsequently issued by the Company so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that Shares which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Samples: Rights Agreement (Energizer Holdings Inc), Rights Agreement (Energizer Holdings Inc)
Issue of Rights Certificates. (a) Until the date that is the earliest of:
(i) the Close of Business on the earlier of (i) the tenth (10th) day Business Day after the Stock Acquisition Date (or, if the tenth (10th) day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or ;
(ii) the Close of Business on the tenth (10th) Business Day (or such later date day as may be determined by action of the Board of Directors prior to such the time as any Person a person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company for or pursuant to the terms of any such plan) to commence, a tender is first published or exchange offer if, upon consummation thereof, such Person would be sent or given within the Beneficial Owner meaning of fifteen percent (15%Rule 14d-2(a) or more of the shares General Rules and Regulations under the Exchange Act as in effect on the date hereof, if upon purchase of Common Stock then outstanding all securities sought
(iii) the earlier Close of Business on the tenth business day after a person becomes an Adverse Person pursuant to the criteria set forth in 11(a)(ii)(B). or, with respect to (i) and (ii) above, such later date or dates as the Board of Directors may designate; provided, however, that if such later date or dates are designated, such designations shall be made on or prior to the date which would otherwise have been controlling, (the earliest of (i), (ii) (subject to any such delay of (i) or (ii)) or (iii) being herein referred to as the "Distribution Date"), then, (x) subject to the provisions of paragraph (b) of this Section 3, the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall Company shall, unless prohibited by the terms of any agreement to which the Company is a party on the date of this Rights Agreement (or, if the Board of Directors so determines, after the date of this Agreement), 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, except that if the Company is prohibited from paying cash in lieu of fractional Rights, then the Company shall round the fractional Rights to the next highest number of whole Rights so that Rights Certificates represent only whole numbers of Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly soon as practicable following the Record Date, the Corporation Company will send a copy of a the Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit CB (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated RightsCompany. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxThe MIIX Group, Inc. Incorporated (the "CorporationCompany") and EquiServe EQUISERVE, L.P. and its wholly-owned subsidiary, Equiserve Trust Company, N.A. (the "Rights Agent") dated as of October 8June 28, 1999 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 office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may will become null and void. Rights are subject to redemption, at the option of the Company, at $.001 per Right on the terms set forth in the Rights Agreement. With respect to such certificates containing bearing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. Notwithstanding this paragraph (c3(c), the omission of a legend shall not affect the enforceability of any part point of this Agreement or the rights of any holder of and/or the Rights.
Appears in 2 contracts
Samples: Rights Agreement (Miix Group Inc), Rights Agreement (Miix Group Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined fixed by action of the Board of Directors of the Company prior to such the time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) 20% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate Rights Certificates, certificates and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CB, by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, Date the Rights will be evidenced by such certificates for the Common Stock, Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockShares.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares Common Shares and certificates issued after the Record Date upon transfer of Common Stock shall also be deemed to be certificates for Rights, and Shares outstanding shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, BetzDearborn Inc. (the "CorporationCompany") and EquiServe American Stock Transfer & Trust Company, N.A. a New York corporation (the "Rights Agent") ), dated as of October 8February 12, 1999 1998 (the "Rights Agreement"), and as the same may be amended from time to time (the "Rights Agreement")time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until ." Until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates Shares shall be evidenced by such certificates alone for the Common Shares alone, and registered holders of Common Stock Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates for Common Shares shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 2 contracts
Samples: Rights Agreement (Betzdearborn Inc), Rights Agreement (Betzdearborn Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Share Acquisition Date and (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Company’s Board of Directors prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding shares of Common Stock for or pursuant to the terms of any such plan) to commenceis commenced within the meaning of Rule 14d-4(a) of the Exchange Act Regulations, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock of the Company then outstanding (the earlier of (i) and (ii) above 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 shares of Common Stock of the Company registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Corporation)Company. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Common Stock 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 CorporationCompany, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit EXHIBIT B hereto (the "Rights Certificates"a “RIGHTS CERTIFICATE”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit Cof EXHIBIT C (the “SUMMARY OF RIGHTS”), by first-class, postage postage-prepaid mail, to each record holder of shares of Common Stock of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated RightsCompany. Until the earlier of the Distribution Date (or the Expiration Date), the surrender for transfer of any certificates representing certificate for shares of Common Stock in respect of which Rights have been issued the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with such the shares of Common StockStock represented thereby.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall will be issued by the Company in respect of all shares Common Shares (other than Common Shares issued upon the exercise or exchange of Common Stock that are any Right) issued or delivered by the Company (whether originally issued or delivered from the Company’s treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing for such shares of Common Stock shall also be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: legend (or such other legend as the Company may deem appropriate that is not inconsistent with the provisions of this Agreement): This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between XxxxInspire Pharmaceuticals, Inc. (the "Corporation") and EquiServe Computershare Trust Company, N.A. (the "Rights Agent") Company dated as of October 821, 1999 as the same may be amended from time to time 2002 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the Corporation. Inspire Pharmaceuticals, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Inspire Pharmaceuticals, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person person or by any subsequent holder, may become null and void. With respect to such certificates containing If the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock of the Company shall be deemed cancelled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with any shares of Common Stock that 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 2 contracts
Samples: Rights Agreement (Inspire Pharmaceuticals Inc), Rights Agreement (Inspire Pharmaceuticals Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth (10thBoard of Directors has not made the determination referred to in Section 11(a)(ii)(B) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date)hereof, or (ii) the tenth (10th) Business Day (or close of business on such later date as may be determined fixed by action of the Board of Directors prior of the Company by notice to such time as any Person becomes an Acquiring Person) the Rights Agent and publicly announced by the Company, which date shall not be later than 65 days after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate Rights Certificatescertificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. Upon the distribution of the Rights Certificates as provided in this subsection (a), the trust created hereby shall cease.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached of Exhibit C hereto as Exhibit C(the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, beneficial interests in the Rights will be evidenced by such certificates for the Common Stock, Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Certificates issued after the Record Date upon the transfer of Common StockShares outstanding on the Record Date shall bear the legend set forth in subsection (c).
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contraryExcept as provided in Section 22 hereof, Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock Shares shall also be deemed to be certificates for beneficial interests in the associated Rights, and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxNeose Technologies, Inc. (the "CorporationCompany") and EquiServe American Stock Transfer & Trust Company, N.A. Company (the "Rights Agent") dated as of October 8September 26, 1999 1997 (the "Rights Agreement"), and as the same may be amended from time to time (the "Rights Agreement")time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of beneficial interests in the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 2 contracts
Samples: Rights Agreement (Neose Technologies Inc), Rights Agreement (Neose Technologies Inc)
Issue of Rights Certificates. (a) 3.1...... Until the Close of Business on the earlier first to occur of (i) the tenth (10th) day close of business on the third Business Day after the Stock Acquisition Date (or, if the tenth (10th) day third Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth business day (10thas defined in Rule 14d-l(e)(6) Business Day (promulgated under the Exchange Act, or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personcomparable or successor rule) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) promulgated under the Exchange Act (or any comparable or successor rule), a tender or exchange offer if, if upon consummation thereof, such Person would be become an Acquiring Person (provided, however, that if such an offer is terminated prior to the Beneficial Owner occurrence of fifteen percent a Distribution Date, then no Distribution Date shall occur as a result of such offer, or (15%iii) or more the close of business on the shares of Common Stock then outstanding tenth Business Day after a determination, pursuant to Section 11(a)(ii)(D), that a Person is an Adverse Person (the earlier first to occur of (i), (ii) and (iiiii) 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 the Common Stock registered in the names of the holders of Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, certificates and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock 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 CorporationCompany, one or more right Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Right Certificates, the Corporation Company shall make and notify the Rights Agent of the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) 3.2...... As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockAgreement, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, Date at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, ownership of and beneficial interests in the Rights will be evidenced by such certificates for the Common Stock, Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are Shares. Certificates issued after the Record DateDate upon the transfer of Common Shares outstanding on the Record Date shall bear the legend set forth in Section 3(c).
3.3...... Certificates representing Common Shares (including, without limitation, certificates issued upon transfer or exchange of Common Shares) issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock Date shall also be deemed to be certificates for the associated Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxPenn National Gaming, Inc. (the "CorporationCompany") and EquiServe Continental Stock Transfer and Trust Company, N.A. Company (the "Rights Agent") dated as of October 8March 2, 1999 (the "Rights Agreement"), and as the same may be amended from time to time (the "Rights Agreement")time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the such Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 RightsShares.
Appears in 2 contracts
Samples: Rights Agreement (Penn National Gaming Inc), Rights Agreement (Penn National Gaming Inc)
Issue of Rights Certificates. (a) Until the earliest of (i) the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Xxxx Family, the Corporation, any Subsidiary meaning of Rule 14d-2(a) of the CorporationGeneral Rules and Regulations under the Exchange Act that, any employee benefit plan if consummated, would result in such Person alone or employee stock plan together with its Affiliates and Associates becoming an Acquiring Person, or (iii) immediately upon the occurrence of a determination by the Board of Directors of the Corporation or of any Subsidiary of the Corporation, or any Company that a person is an Adverse Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding (the earlier of (i) and ), (ii), or (iii) being herein are referred to in this Agreement 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 outstanding certificates for the Common Stock registered in the names of the holders of Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and Date the Rights Agent will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B hereto A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as of Exhibit CC (the "Summary of Rights"), by first-class, postage 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 CorporationCompany. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, Date but prior to before the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxJabil Circuit, Inc. (the "CorporationCompany") and EquiServe Trust Company, N.A. N.A., (the "Rights Agent") dated as of October 818, 1999 as the same may be amended from time to time 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth circumstances described in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth circumstances described in the Rights Agreement, Rights issued to, or held by, any Person who is, was was, or becomes an Acquiring Person Person, an Adverse Person, or an any Affiliate or Associate thereof (as such those terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates them shall be evidenced by such the certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 2 contracts
Samples: Rights Agreement (Jabil Circuit Inc), Rights Agreement (Jabil Circuit Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day Business Day after the Stock Acquisition Date (or, if the tenth (10th) day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (c) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignsend, and at the Rights Agent will send expense of the Company, by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation The Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached of Exhibit C hereto as Exhibit C(the "SUMMARY OF RIGHTS"), by first-class, postage postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxAgreement, Inc. dated as of May 17, 1999 (the "CorporationRIGHTS AGREEMENT") ), between Amtech Systems, Inc. and EquiServe Trust CompanyAmerican Securities Transfer & Trust, N.A. (the "Inc., as Rights Agent") dated as of October 8, 1999 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 office offices of the Corporation. Amtech 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. The Corporation Amtech Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 2 contracts
Samples: Rights Agreement (Amtech Systems Inc), Rights Agreement (Amtech Systems Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of of:
(i) the close of business on the tenth (10th) day Business Day after the Stock Shares Acquisition Date (Date; or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or
(ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than 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 intent intention of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer ifoffer, upon the consummation thereof, such of which would result in any Person would be becoming the Beneficial Owner of fifteen percent (Common Shares aggregating 15%) % or more of the shares of Common Stock 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 (i) and (ii) such dates being herein referred to as the "Distribution Date"), ):
(x) no Right may be exercised;
(y) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall will also be deemed also to be certificates for Rights) and not by separate Rights Certificates, and certificates; and
(yz) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Shares. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and if requested, the Rights Agent will send send) by first-class, insured, postage postage-prepaid mailmail or other appropriate means, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa certificate for Rights, in substantially the form of the attached Exhibit B hereto A (the collectively, "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockCommon Shares, in substantially the form of the attached hereto as Exhibit CB (the "Summary of Rights"), by first-class, postage postage-prepaid mail, or other appropriate means, to each record holder of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CorporationCompany or its transfer agent. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), 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, and the registered holders of the Common Shares will also be the registered holders of the associated Rights. With respect to uncertificated Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders registration of the Common Stock shall also be Shares in the registered holders Company's share register in the names of the associated Rightsholders thereof. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any certificates representing shares certificate for Common Shares outstanding on the Record Date, even without a copy of Common Stock in respect the Summary of which Rights have been issued shall attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such shares of Common Stockcertificate.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance Certificates issued for Common Shares (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares without limitation certificates issued upon transfer or exchange of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued Shares) after the Record Date, Date but prior to the earlier earliest of the Distribution Date or Date, Redemption Date, the Expiration Date. Certificates representing such shares of Common Stock shall also , or the Final Expiration Date will be deemed also to be certificates for RightsRights and will have impressed, and shall bear printed, or written thereon, or otherwise affixed thereto, the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Xxxxxxxxx-xxxxxxxxxx.xxx, Inc. (the "Corporation") corp. and EquiServe Trust CompanyFirst Union National Bank, N.A. (the "Rights Agent") dated as of October 8April 4, 1999 as the same may be amended from time to time 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of xxxxx-xxxxxxxxxx.xxx, corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and no longer be evidenced by this certificate. xxxxx-xxxxxxxxxx.xxx, corp. will mail to the registered holder of this certificate a copy of the CorporationRights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, under certain circumstances, Rights held by Acquiring Persons (as defined in the Rights Agreement), or certain related Persons, and any subsequent holder of such Rights, may become null and void." and, in the case of the initial transaction or subsequent periodic statements with respect to uncertificated Common Shares, the following legend: "The registration in the share register of xxxxx-xxxxxxxxxx.xxx, corp. of the shares of common stock to which this initial transaction or subsequent periodic statement relates also evidences and entitles the registered holder of such shares to certain rights as set forth in a Rights Agreement between xxxxx-xxxxxxxxxx.xxx, corp. and First Union National Bank, dated as of April 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 xxxxx-xxxxxxxxxx.xxx, 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 certificateseparate certificates and will no longer be evidenced by such registration. The Corporation xxxxx-xxxxxxxxxx.xxx, corp. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, ) may become null and void." Until the Distribution Date, the Rights associated with Common Shares will be evidenced only by the certificates representing such Common Shares, and the surrender for transfer of any such certificate will also constitute the transfer of the Rights associated with the Common Shares represented thereby. With However, with respect to such certificates initial transaction or subsequent periodic statements containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by Shares with respect to which such certificates statements are issued shall be evidenced solely by the registration of ownership of such certificates alone and registered holders of Common Stock shall also be Shares in the registered holders share register of the associated RightsCompany, and the registration of transfer of any of ownership in such certificates share register shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesShares whose ownership is so transferred. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall Shares will be deemed cancelled and retired so that the Corporation shall Company will not be entitled to exercise any Rights associated with shares of the Common Stock Shares that are no longer outstanding. Notwithstanding anything to the contrary stated herein, no Rights Certificate shall be issued pursuant to this paragraph (c), the omission of a legend shall not affect the enforceability Section 3 that represents Rights "beneficially owned" by an Acquiring Person whose Rights would be void pursuant to Section 7(e) or any Associate or Affiliate of any part of this Agreement or such Acquiring Person; no Rights Certificate shall be issued at any time upon the rights transfer of any holder Rights to an Acquiring Person whose Rights would be void pursuant to Section 7(e) or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; any Rights Certificate delivered to the RightsRights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to Section 7(e) shall be canceled.
Appears in 2 contracts
Samples: Rights Agreement (Insci Statements Com Corp), Rights Agreement (Insci Statements Com Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), ) or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject sub ject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B A hereto (the "Rights CertificatesCertifi xxxxx"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As The Company will make available, as promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, B to each record any holder of Common Stock as of Rights who may so request from time to time prior to the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Dis tribution Date, the Rights will be evidenced by such certificates for the Common Stock, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legendlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or the Nasdaq Stock Market on which the Rights may from time to time be listed or included: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxCutCo Industries, Inc. (and the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 as the same may be amended from time to time Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated incor porated herein by reference and a copy of which is on file at the principal office executive offices of the Corporation. CutCo Industries, Inc. Under certain circumstancescircumstanc es, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificatecer tificate. The Corporation CutCo Industries, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, to or held by, by any Person who is, was or becomes an Acquiring Xx xxxxxxx Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 2 contracts
Samples: Rights Agreement (Cutco Industries Inc), Rights Agreement (Cutco Industries Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if close of business on the tenth (10th) day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, of a tender offer or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or any of any Subsidiary of the Corporationits subsidiaries, or any Person or entity organized, appointed or established by the Corporation Company or any of its subsidiaries for or pursuant to the terms of any such plan) to commencewithin the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer ifany successor provision thereto, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier earliest of (i) and (ii) being herein referred to as the "“Distribution Date"”), (xA) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (yB) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignshall send, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit B A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(n) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a15(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates.
(b) As promptly . The Company will make available, as soon as practicable following the Record Datedate hereof, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mailB (the “Summary of Rights”), to each record any holder of Common Stock as of Rights who may so request from time to time prior to the Close of Business on the Record Final Expiration Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for the Common Stock outstanding as of issued at any time after the Record Date, Date and until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock, Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect outstanding at any time after the Record Date, even without a copy of which the Summary of Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate.
(b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. LodgeNet Interactive Corporation (the "Corporation"“Company”) and EquiServe Trust Company, N.A. (the "Rights Agent") Agent thereunder dated as of October 8February 28, 1999 as the same may be amended from time to time 2008 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. 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 Certificates and will no longer be evidenced by this certificateCertificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge within five Business Days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person or an Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related Persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 Rightscertificate.
Appears in 2 contracts
Samples: Rights Agreement (Lodgenet Interactive Corp), Rights Agreement (Lodgenet Interactive Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier earliest of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan compensation arrangement of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit EXHIBIT B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legenda legend reading substantially as follows: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Tosco Corporation (the "CorporationCompany") and EquiServe Trust Company, BankBoston N.A. (the "Rights Agent") ), dated as of October 8November 19, 1999 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 office of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 2 contracts
Samples: Rights Agreement (Tosco Corp), Rights Agreement (Tosco Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day Business Day after the Stock Shares Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, and (ii) the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the a majority of Board of Directors in accordance with the Company's By-Laws prior to such time as any Person becomes an Acquiring Personand of which the Company will give the Rights Agent prompt written notice) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan maintained by the Company, any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity, or the trust maintained by the Company's employee stock plan ownership plan) is first published or sent or given within the meaning of Rule 14d-4(a) of the Corporation or of any Subsidiary of the Corporation, Exchange Act Regulations or any Person or entity organizedsuccessor rule, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent (15%) 25% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Corporation)Company) and not separately. As soon promptly as reasonably practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of 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 CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Rights Certificates, the Corporation shall Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) , so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as reasonably practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Acquire Company Common Stock in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form attached hereto as Exhibit CB (the "SUMMARY OF RIGHTS"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of Rights shall, without any shares of Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Company Common Stock that which are issued (including any shares of Company Common Stock held in treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates Certificates, representing such shares of Company Common Stock shall also be deemed to be certificates for RightsStock, and issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Michxxx Bakex Xxxporation (the "CorporationCOMPANY") and EquiServe American Stock Transfer and Trust Company, N.A. Company (the "Rights AgentRIGHTS AGENT") dated as of October 8November 16, 1999 as the same may be amended from time to time (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Corporationstock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge as promptly as reasonably practicable after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 2 contracts
Samples: Rights Agreement (Baker Michael Corp), Rights Agreement (Baker Michael Corp)
Issue of Rights Certificates. (a) Until Prior to the Close of Business on the earlier of Distribution Date, (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereofthis SECTION 3(B)) by the certificates for the Class A Common Stock and/or Class B Common Stock, as the case may be, registered in the names of the holders of the Class A Common Stock and/or Class B Common Stock, as the case may be, (which certificates for Class A Common Stock shall and/or Class B Common Stock, as the case may be, will be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (Class A Common Stock or the Class B Common Stock, as the case may be, including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the and/or Class B Common Stock, as the case may be, Common Stock and/or Class B Common Stock, as the case may be, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto EXHIBIT A (the "Rights Certificates"), evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock, as the case may be, so held, subject to adjustment as provided hereinin this Agreement. In the event that an adjustment in the number of Rights per share of Class A Common Stock and/or Class B Common Stock, as the case may be, has been made pursuant to Section SECTION 11(p) hereof), at the time of distribution of the Rights Certificates, the Corporation shall Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofSECTION 14(A)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly soon as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit Cof EXHIBIT B, by first-class, postage prepaid mail, to each record holder of the Class A Common Stock and/or Class B Common Stock, as the case may be, as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Class A Common Stock and/or Class B Common Stock, as the case may be, outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Class A Common Stock and/or Class B Common Stock, as the case may be, and the registered holders of the Class A Common Stock shall and/or Class B Common Stock, as the case may be, will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as defined in SECTION 7), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 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 office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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.Class A
Appears in 2 contracts
Samples: Rights Agreement (Affiliated Computer Services Inc), Rights Agreement (Affiliated Computer Services Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date and (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action the vote of the majority of the Company's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan maintained by the Company or employee stock any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is commenced within the meaning of Rule 14d-2 of the Corporation or of any Subsidiary of the Corporation, Exchange Act Regulations or any Person or entity organizedsuccessor rule, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above 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 shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of 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 CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Corporation shall Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As The Company shall make available, as promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit CB (as may be amended, by first-class, postage prepaid mail, the "Summary of Rights") to each record any holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect Rights who may so request from time to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or time prior to the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of Rights shall, without any shares of Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Company Common Stock that are issued (including any shares of Company Common Stock held in treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing evidencing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement"), between XxxxThe Warnaco Group, Inc. (the "CorporationCompany") and EquiServe Trust CompanyXxxxx Fargo Bank Minnesota, N.A. National Association (the "Rights Agent") dated as of October 8, 1999 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 office of the CorporationRights Agent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates evidencing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date)tenth Business Day after a Stock Acquisition Date involving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the tenth (10th) Business Day (or close of business on such later date as may be determined fixed by action of the Board of Directors prior of the Company by notice to such time as any Person becomes an Acquiring Person) the Rights Agent and publicly announced by the Company, which date shall not be later than 65 days after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer (other than a Qualifying Offer) by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate Rights Certificatescertificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, beneficial interests in the Rights will be evidenced by such certificates for the Common Stock, Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Common Share certificates issued after the Record Date but prior to the Distribution Date, including those issued upon the transfer of Common StockShares outstanding on the Record Date, shall bear the legend set forth in subsection (c).
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contraryExcept as provided in Section 22 hereof, Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock Shares shall also be deemed to be certificates for beneficial interests in the associated Rights, and shall bear the following legend: “This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement between XxxxRCM Technologies, Inc. (the "Corporation"“Company”) and EquiServe American Stock Transfer & Trust Company, N.A. LLC (the "“Rights Agent"”) dated as of October 8January 30, 1999 2013 and as amended and restated as of May 28, 2013 (the “Rights Agreement”), and as the same may be amended from time to time (the "Rights Agreement")time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefortherefore. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate any Related Person thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. .” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of beneficial interests in the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or any of any Subsidiary of the Corporationits subsidiaries, or any Person or entity organized, appointed or established by the Corporation Company or any of its subsidiaries 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 if, upon consummation thereof, which would result in such Person would be becoming an Acquiring Person (including any such date which is on or after the Beneficial Owner date of fifteen percent (15%) or more this Agreement and prior to the issuance of the shares of Common Stock then outstanding Rights) (the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignshall send, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates.
(b) . As promptly soon as practicable following the Record Date, the Corporation will Company shall send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock, Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect outstanding on the Record Date, even without a copy of which the Summary of Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate.
(b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Xxxx, Inc. LodgeNet Entertainment Corporation (the "CorporationCompany") and EquiServe Xxxxxx Trust Company, N.A. and Savings Bank (the "Rights Agent") dated as of October 8March 5, 1999 as the same may be amended from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. 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 Certificates and will no longer be evidenced by this certificateCertificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge within five days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person or an Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related Persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 Rightscertificate.
Appears in 1 contract
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, or (ii) the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company for or pursuant pursusht to the terms of any such plan) 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 tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of PRCO Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for PRCO Common Stock registered in the names of the holders of the PRCO Common Stock (which certificates for PRCO Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of PRCO Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of PRCO Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of PRCO Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of PRCO Common Stock has been made pursuant to Section 11(pll(p) hereof, at the time of distribution of the Rights Right Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. With respect to certificates for PRCO Common Stock outstanding as of the Record Datedate of the Stock Distribution, until the Distribution Date, the Rights will be evidenced by such certificates for PRCO Common Stock, Stock and the registered holders of the PRCO Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of PRCO Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of PRCO Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of PRCO Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, date of the Stock Distribution but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of PRCO Common Stock shall also be deemed to 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 the Rights Agreement between XxxxCellular Communications Holdings, Inc. (the "CorporationCompany") and EquiServe Continental Stock Transfer & Trust Company, N.A. Company (the "Rights Agent") dated as of October 8December __, 1999 as the same may be amended from time to time 1991 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) } the Distribution Date or (ii) the Expiration Date, the Rights associated with the PRCO Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of PRCO Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the PRCO Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Corecomm Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), ) or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesRights Certificates, in substantially the form of Exhibit B hereto (individually a "Rights Certificate" and collectively the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As Prior to the Record Date or as promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit CC (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 CorporationCompany. With respect to certificates for the Common Stock outstanding as of on or after the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, Stock with or without a copy of the Summary of Rights attached thereto and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock with or without a copy of the Summary of Rights attached thereto in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock , shall also be deemed to be certificates Certificates for Rights, Rights and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxPiedmont Natural Gas Company, Inc. (the "Corporation") and EquiServe Trust CompanyWachovia Bank, N.A. (the "Rights Agent") N.A., dated as of October 8February 27, 1999 1998 (as the same it may be amended amended, modified or supplemented from time to time (time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Corporation. Piedmont Natural Gas Company, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Rights will expire on the Close of Business on February 26, 2008 unless redeemed prior thereto. Piedmont Natural Gas Company, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates Certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 RightsCertificates.
Appears in 1 contract
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Shares Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day business day (or such later date as may be determined by action of the Board of Directors (upon approval by a majority of the Continuing 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 intent intention of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer ifoffer, upon the consummation thereof, such of which would result in any Person would be becoming the Beneficial Owner of fifteen percent (Common Shares aggregating 15%) % or more of the shares then-outstanding Common Shares (including any such date which is after the date of Common Stock then outstanding (this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) 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 Common Stock Shares registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Shares. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockShares, in substantially the form attached of Exhibit C hereto as Exhibit C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after Shares outstanding on the Record Date, but prior to the earlier of the Distribution Date with or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 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 office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate without a copy of the Summary of Rights Agreementattached thereto, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates. In thereby.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the event that the Corporation purchases or otherwise acquires any shares last sentence of Common Stock this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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.Redemption Date
Appears in 1 contract
Samples: Rights Agreement (Pharmacyclics Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date)tenth Business Day after a Stock Acquisition Date involving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the tenth within ten (10th10) Business Day Days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) 20% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate Rights Certificatescertificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany). The Company must promptly notify the Rights Agent of such Distribution Date and request that its transfer agent provide the Rights Agent with a list of the record holders of the Company's Common Shares as of the close of business on the Distribution Date. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignreceives such notice and list, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Certificates issued after the Record Date upon the transfer of Common StockShares outstanding on the Record Date shall bear the legend set forth in subsection (c).
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contraryExcept as provided in Section 22 hereof, Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock Shares shall also be deemed to be certificates for beneficial interests in the associated Rights, and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxThe Sports Authority, Inc. (the "CorporationCompany") and EquiServe Trust Company, N.A. First Union National Bank (the "Rights Agent") dated as of October 85, 1999 1998 (the "Rights Agreement"), and as the same may be amended from time to time (the "Rights Agreement")time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of beneficial interests in the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Shares Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (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 intent intention of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if(which intention to commence remains in effect for five Business Days after such announcement), upon the consummation thereof, of which would result in any Person becoming an Acquiring Person (including any such Person would be date which is after the Beneficial Owner date of fifteen percent (15%) or more this Agreement and prior to the issuance of the shares of Common Stock then outstanding (Rights, the earlier of (i) and (ii) 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 Common Stock Shares registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate Rights Certificates, and (y) the Rights (and the right to receive Rights Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Shares. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B A hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held, subject to the adjustment as provided herein. In the event that an adjustment in the number provisions of Rights per share Section 11 of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation 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 Rightsthis Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Corporation Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Series A Participating Preferred StockCommon Shares, in substantially the form attached of Exhibit B hereto as Exhibit C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earlier of the Distribution Date (or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 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 office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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.the
Appears in 1 contract
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date or (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date day as may be determined by action of the Board of Directors (but only if at the time of such determination there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors) prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent intention of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock 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 planan Exempt Person) to commence, a tender or exchange offer ifoffer, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Rights 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 the Common Stock registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Rights Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Rights Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock as has been made pursuant to Section 11(p) hereof, at . At the time of distribution of the Rights Certificates, the Corporation 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 rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Rights Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following A summary of this Agreement is contained in Exhibit C annexed hereto (the Record Date, the Corporation will send a copy of a "Summary of Rights to Purchase Series A Participating Preferred Stock, Rights") as well as in substantially the form attached hereto as Exhibit C, Information Statement contained in the Registration Statement on Form 10 filed by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on Company with the Record Date, at Securities and Exchange Commission in connection with the address of such holder shown on the records of the CorporationDistribution. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Rights Distribution Date, the Rights will be evidenced by such certificates for Common Stock, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Rights Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued after the Record Date, Date but prior to the earlier of the Rights Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, WHG Resorts & Casinos Inc. (the "CorporationCompany") and EquiServe Trust Company, N.A. The Bank of New York (the "Rights Agent") dated as of October 8April 21, 1999 as the same may be amended from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, is or was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Rights Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of by any Person (other than an Exempt Person) or the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, date that a tender or exchange offer ifby any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) 20% or more of the shares of Common Stock then outstanding (irrespective of whether any shares are actually purchased pursuant to any such offer) (the earlier earliest of (i) and (ii) 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 the Common Stock registered in the names of the holders of the Common Stock stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights each Right will be transferable only in connection with the transfer of the underlying shares share of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent Company will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating purchase Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 CorporationCompany. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles represents Rights that entitle the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Xxxx, Inc. Berry Petroxxxx Company (the "CorporationCompany") and EquiServe Trust CompanyChaseMellon Shareholder Services, N.A. (the "L.L.C., as Rights Agent") , dated as of October December 8, 1999 as the same may be amended from time to time (the "Rights Agreement"), the terms terms, conditions and limitations of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held beneficially owned by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and voidvoid and no longer transferable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall shall, until the Distribution Date, be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) day after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary wholly owned subsidiary of the Corporation, Company or any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding Common Stock for or pursuant to the terms of any such employee benefit plan) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in beneficial ownership by a Person would be the Beneficial Owner of fifteen percent (15%) 30% or more of the shares of Common Stock 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 (i) and (ii) 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 Common Stock registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignsend, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on -4- the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly On March 8, 1996, or as soon as practicable following the Record Datethereafter, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record DateMarch 8, 1996, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Common Stock outstanding as of the Record DateMarch 8, 1996, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and Stock registered in the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), the surrender for transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued outstanding on March 8, 1996, shall also constitute the transfer of the Rights associated with such the shares of Common StockStock represented thereby.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Certificates for Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record DateMarch 8, 1996, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock terms are defined in this Section 3 and Section 7 hereof) shall also be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Xxxx, Inc. Hastings Manufacturing Company (the "CorporationCompany") and EquiServe State Street Bank & Trust Company, N.A. Co. (the "Rights Agent") dated as of October 8February 13, 1999 as the same may be amended from time to time 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly Agreement after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), ) whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent intention of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock 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 planan Exempt Person) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding (becoming an Acquiring Person; the earlier of (i) and (ii) 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 Common Stock certificates registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate Rights Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested, at the expense of the Company, send) by first-class, insured, postage prepaid mail, to each record holder of Company 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 CorporationCompany, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Datedate hereof, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Junior Preferred Stock, in substantially the form attached of Exhibit C hereto as Exhibit C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for Company Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any certificates representing shares of certificate for Company Common Stock in respect outstanding on the Record Date, with or without a copy of which the Summary of Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with such shares of the Common StockStock represented thereby.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of Rights shall, without any shares of Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Company Common Stock that which are issued after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates representing such shares of for Company Common Stock which become outstanding (including, without limitation, reacquired Company Common Stock referred to in the last sentence of this paragraph (c) that are subsequently issued or distributed by the Company) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall also be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxRowan Companies, Inc. (the "CorporationCompany") and EquiServe Trust CompanyCitibank, N.A. (the "Rights Agent") dated as of October 8January 24, 1999 as the same may be amended from time to time 2002 (the "Rights Agreement"), as amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the CorporationCompany. 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. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights, until the earlier earliest of (i) the Distribution Date, the Redemption Date or (ii) the Final Expiration Date, the Rights associated with the Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificatesthereby. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) day after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary subsidiary of the CorporationCompany, or any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such planits subsidiaries) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer if, upon consummation thereof, which would result in such Person would be becoming an Acquiring Person, unless such date is extended by the Beneficial Owner Board of fifteen percent (15%) or more Director's of the shares of Common Company (but no later than the Stock then outstanding Acquisition Date) (the earlier of (i) and (ii) 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 Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. With respect to certificates for the Common Stock outstanding as of the Record Datedate hereof, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect of which Rights have been issued outstanding on the date hereof shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate.
(b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Datedate hereof, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Amended and Restated Rights Agreement between Xxxx, Inc. (the "Corporation") Westamerica Bancorporation and EquiServe Chemical Trust Company, N.A. Company of California (the "Rights Agent") dated as of October 8March 23, 1999 as the same may be amended from time to time 1995 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationWestamerica Bancorporation. 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. The Corporation Westamerica Bancorporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge within five days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person or an Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 Rightscertificate.
Appears in 1 contract
Issue of Rights Certificates. (a) Until the Close of Business on the earlier earliest of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) business day after the date of the commencement of, that a tender offer or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) 20% or more of the shares of Common Stock then outstanding outstanding, or (iii) the close of business on the tenth day after the Board of Directors of the Company determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (or such later date under clause (i), (ii) and (iii) as may be determined by the Board of Directors of the Company (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). Upon the occurrence of an event described in clauses (i), (ii) or (iii) above, the Company shall give prompt notice thereof to the Rights Agent. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereofmade, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit C, B (the "Summary of Rights") by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer or surrender for transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 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 office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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.have
Appears in 1 contract
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) close of business on the fifteenth day after the Stock Acquisition Date (or, if the tenth (10th) fifteenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), ) or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) business day after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon the consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) 30% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to herein 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesRights certificates prepared and supplied by the Company, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) . As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Corporation. With Company.
(b) Rights shall be issued in respect to certificates for of all shares of Common Stock outstanding issued (as an original issue or from the treasury) after the Record Date but prior to the earlier of the Record Distribution Date or the Expiration Date, until . Until the Distribution Date, all Rights issued during the Rights period referred to in the preceding sentence will be evidenced by certificates representing the Common Stock respecting which such certificates for Common StockRights were issued, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Certificates representing Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rightsrepresenting Rights shall, and shall to the extent feasible, bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Standard Microsystems Corporation (the "CorporationCompany") and EquiServe Trust CompanyChaseMellon Shareholder Services, N.A. L.L.C. (the "Rights Agent") dated as of October 8, 1999 as [the same may be amended from time to time date of this Agreement] (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, beneficially owned by any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such certificates containing holder, or the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented exercise by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsholder, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by in such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation jurisdiction shall not have been obtained or be entitled to exercise any Rights associated with shares of Common Stock that 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 Rightsobtainable.
Appears in 1 contract
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Effective Date), ) or (ii) the tenth (10th) Business Day business day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or plan, employee stock plan or dividend reinvestment plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation for Company for, or pursuant to the terms of of, any such plan) 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 tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) and (c) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying under- lying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each such record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesRight Certificates, in substantially the form of Exhibit B hereto (individually a "Rights Certificate" and collectively the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit CC (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 CorporationCompany. With respect to certificates for the Common Stock outstanding as of on or after the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, Stock and the registered holders of the such Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the CorporationCompany's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration date, shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Union Camp Corporation (the "CorporationCompany") and EquiServe Trust Company, N.A. The Bank of New York (the "Rights Agent") dated as of October 8January 25, 1999 1996 (as the same it may be amended amended, modified or supplemented from time to time (time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Rights will expire on the Close of Business on February 26, 2006, unless redeemed prior thereto pursuant to the terms of the Rights Agreement. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Union Camp Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier earliest of (i) the close of business on the tenth (10th) day Business Day after the Stock Acquisition Date (or, if the tenth (10th) day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), ; or (ii) the -4- close of business on the tenth (10th) Business Day (or such later date Business Day as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, of a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock 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 planCompany) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date which is after the Beneficial Owner date of fifteen percent this Agreement and prior to the issuance of the Rights); or (iii) the tenth Business Day (or such later Business Day as may be determined by action of the Board of Directors of the Company prior to such time as any person becomes an Acquiring Person) after the filing by any Person (other than the Company) of a registration statement under the Securities Act of 1933, as amended, with respect to a contemplated exchange offer to acquire (when added to any shares as to which such person is the beneficial owner immediately prior to such filing) beneficial ownership of 15%) % or more of the issued and outstanding shares of Common Stock then outstanding (Stock; the earlier earliest of (i) and (ii) 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for RightsRight Certificates) and not by separate Rights Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignsend, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B A hereto (the "Rights Right Certificates"), evidencing one Right for each full share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Right Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights the 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 Rights Right Certificates.
(b) As promptly soon as practicable following after the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Common Stock, in substantially the form attached of Exhibit B hereto as Exhibit C(the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, Date at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, exchange or expiration of the Rights), the Rights will be evidenced by such certificates for the Common StockStock registered in the names of the holders of the Common Stock together with a copy of the Summary of Rights, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Data (or the earlier redemption, exchange or expiration of the Distribution Date or the Expiration DateRights), the transfer of any of the certificates representing shares of for the Common Stock in respect outstanding as of which the Record Date with or without a copy of the Summary of Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificates.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued which become outstanding after the Record Date, Date but on or prior to the Distribution Date (or the earlier redemption, exchange or expiration of the Distribution Date or the Expiration DateRights). Certificates representing representative of such shares of Common Stock shall also be deemed also to be certificates for Rights, Rights and shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between XxxxPatriot National Bancorp, Inc. (the "Corporation") and EquiServe Trust Registrar and Transfer Company, N.A. (the "Rights Agent") dated as of October 8April 19, 1999 as the same may be amended from time to time 2004 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth As described in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes beneficially owned by (i) an Acquiring Person or an any Associate or Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by (ii) a transferee of an Acquiring Person (or on behalf of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such is designated as such, or by (iii) under certain circumstances, a transferee of an Acquiring Person (or of any subsequent holdersuch Associate or Affiliate) who becomes a transferee before or concurrently with the Acquiring Person becoming such, may shall become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (iithe earlier redemption, exchange or expiration of the Rights) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, and (ii) the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan maintained by the Company or employee stock any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4 (a) of the Corporation or of any Subsidiary of the CorporationExchange Act Regulations, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above 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 shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of 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 CorporationCompany, one or more right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock in substantially the form attached hereto as Exhibit CB (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of Rights shall, without any shares of Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Company Common Stock that which are outstanding on the Record Date and which are issued (including any shares of Company Common Stock held in treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. American Retirement Corporation (the "CorporationCompany") and EquiServe American Stock Transfer and Trust Company, N.A. Company (the "Rights Agent") dated as of October 8November 18, 1999 as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Corporationstock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) 20% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) ), as either of such periods may be extended pursuant to the provisions of Section 27 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.transfer
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. With respect to certificates for the Common Stock outstanding as of the Record DateEffective Time, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued after the Record Date, Effective Time but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxMatria Healthcare, Inc. (the "CorporationCompany") and EquiServe Trust CompanySunTrust Bank, N.A. Atlanta (the "Rights Agent") dated as of October 8January 30, 1999 1996, 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 office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementRIGHTS ISSUED TO, Rights issued toOR HELD BY, or held byANY PERSON WHO IS, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), whether currently held by or on behalf of such Person or by any subsequent holderWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 RightsMAY BECOME NULL AND VOID.
Appears in 1 contract
Issue of Rights Certificates. (a) Until the earliest of (i) the Close of Business on the earlier of (i) the tenth (10th) day Business Day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, (ii) the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan maintained by the Company or employee stock any of its Subsidiaries or any trustee or fiduciary with respect to such a plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Corporation or of any Subsidiary of the Corporation, Exchange Act Regulations or any Person or entity organizedsuccessor rule, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Company Common Stock then outstanding and (iii) the earlier occurrence of a Xxxxxxx 00 Xxxxx (ixxx xxxxxxxx xx (x), (xx) and (iiiii) above 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 shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the by transfer of the underlying shares of Company Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignsend, and the Rights Agent will send by first-class, insured, postage postage-prepaid mail, to each record holder of shares of 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 CorporationCompany, one or more right rights certificates, in substantially the form of attached as Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Corporation shall Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights Rights, in a form which may be appended to Purchase Series A Participating Preferred certificates that represent shares of Company Common Stock, in substantially the form of Exhibit B attached hereto as Exhibit C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of Rights shall, without any shares of Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Company Common Stock that which are issued (including any shares of Company Common Stock held in treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates To the extent practicable, certificates representing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between Xxxx, Inc. MIM Corporation (the "CorporationCompany") and EquiServe American Stock Transfer & Trust Company, N.A. (the "Rights Agent") Company dated as of October 8May 20, 1999 as the same it may be amended from time to time (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 office executive offices of the CorporationCompany. 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. The Corporation Company will mail to the holder of this certificate a copy of the Amended and Restated Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Amended and Restated Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Amended and Restated Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and voidvoid and nontransferable. With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Mim Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after 10 days following the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth 10 days following (10th) Business Day (or unless such later date as may be determined is extended by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement of, of (or first public announcement of an intention to commence) (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer without the intent prior approval of the Company which would result, in the absence of approval by the Company, in any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary subsidiary of the CorporationCompany, or any employee benefit plan or employee stock plan of the Corporation Company or any of any Subsidiary of the Corporationits subsidiaries, or any Person or entity holding securities of the Company organized, appointed or established by the Corporation Company or any of its subsidiaries for or pursuant to the terms of any such plan) becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to commence, a tender or exchange offer if, upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more issuance of the shares of Common Stock then outstanding Rights) (the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right (subject to adjustment as provided in Section 11 hereof) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates.
(b) . As promptly soon as practicable following the Record Date, the Corporation will Company shall send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (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 CorporationCompany. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock, Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect outstanding on the Record Date, even without a copy of which the Summary of Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate.
(b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate Certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between XxxxChevron Corporation and ChaseMellon Shareholder Services, Inc. (the "Corporation") and EquiServe Trust CompanyL.L.C., N.A. (the "as Rights Agent") , dated as of October 8November 23, 1999 1998, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Chevron Corporation. 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 Certificates and will no longer be evidenced by this certificateCertificate. The Chevron Corporation will mail to the holder of this certificate Certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge within five days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person or an Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related Persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 Rightscertificate.
Appears in 1 contract
Samples: Rights Agreement (Chevron Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day Business Day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date and time as may be determined by action of the Board of Directors prior to such time as any Person becomes becoming an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or any of its subsidiaries or any Subsidiary entity holding securities of the Corporation, or any Person or entity Company organized, appointed or established by the Corporation Company or a subsidiary 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 if, upon consummation thereof, which would result in such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding becoming an Acquiring Person (the earlier of such times described in (i) and (ii) above 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 Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.Stock
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. With respect to certificates for the Common Stock outstanding as of the Record Datedate of this Agreement, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect outstanding on the date of which Rights have been issued this Agreement (including transfer to the Company) shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate. Upon the request of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) holder of any shares of Common Stock specifies to or, after the contraryDistribution Date, the holder of any Rights shall be Certificates, the Company shall, at its expense, provide a copy of the Summary of Rights in the form attached hereto as Exhibit B. (c) Certificates issued in respect of all shares for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock that are or certificates issued upon exercise of options) after the Record Datedate of this Agreement, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend (or a similar legend: ): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between XxxxAgreement, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8February 19, 1999 as the same may be amended from time to time 1998 (the "Rights Agreement"), between Ohio Casualty Corporation and the Rights Agent thereunder, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Ohio Casualty Corporation. Under certain circumstances, circumstances as set forth in the Amended and Restated 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. The Ohio Casualty Corporation will mail to the holder of this certificate a copy of the Amended and Restated Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge within five days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Amended and Restated Agreement) or certain related persons and any subsequent holder of such Rights may become null and void with respect to certain rights set forth in the Amended and Restated Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legendlegend (or the legend provided for in the Prior Rights Agreement), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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.of
Appears in 1 contract
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day (10thor such later date as may be determined by action of a majority of Board of Directors) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the a majority of Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the CorporationCompany's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxSONUS Pharmaceuticals, Inc. Inc., a Delaware corporation (the "CorporationCompany") and EquiServe Trust Company, N.A. U.S. Stock Transfer Corporation (the "Rights Agent") ), dated as of October 8August 23, 1999 as the same may be amended from time to time 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day Business Day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, and (ii) the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of a majority of the Board of Directors prior to such time as any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Xxxx Family, the Corporation, any Subsidiary meaning of Rule 14d-4(a) of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, Exchange Act Regulations or any Person or entity organizedsuccessor rule, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be an Acquiring Person (including, in the Beneficial Owner case of fifteen percent both clause (15%i) or more and (ii), any such date which is after the date of this Agreement and prior to the issuance of the shares of Common Stock then outstanding Rights) (the earlier of (i) and (ii) above 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 shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and and
(y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Corporation)Company; provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of 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 CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit CB (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for Company Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders names of the Common Stock shall also be holders thereof together with the registered holders Summary of the associated Rights. Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), the surrender for transfer of any certificates representing shares of such certificate for Company Common Stock in respect outstanding as of which Rights have been issued the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with such shares of the Company Common StockStock represented thereby.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of Rights shall, without any shares of Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Company Common Stock that which are issued (including any shares of Company Common Stock held in treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares of Company Common Stock shall also be deemed to be certificates for RightsStock, and issued after the Record Date shall bear the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxKintera, Inc. (the "Corporation"“Company”) and EquiServe Trust Company, N.A. U.S. Stock Transfer Corporation (the "“Rights Agent"”) dated as of October 8January 25, 1999 2006, 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 office of the Corporationstock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementRIGHTS ISSUED TO, Rights issued toOR HELD BY, or held byANY PERSON WHO IS, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), whether currently held by or on behalf of such Person or by any subsequent holderWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, may become null and void. MAY BECOME NULL AND VOID.” With respect to such certificates containing representing shares of Company Common Stock that bear the foregoing legend, until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates. .
(d) In the event that the Corporation Company purchases or otherwise acquires any shares of Company Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Company Common Stock shall be deemed cancelled canceled and retired returned so that the Corporation Company shall not be entitled to exercise any Rights associated with the shares of Company Common Stock that 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 (Kintera Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date or (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th10/th/) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonBoard) after the date of the commencement of(determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as the date hereof or, or first public announcement of if no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or any of any Subsidiary of the Corporationits Subsidiaries, or any Person or entity organized, appointed or established by the Corporation Company or any of its Subsidiaries for or pursuant to the terms of any such plan) to commence, of a tender or exchange offer if, upon (other than a Permitted Offer) the consummation thereof, of which would result in such Person would be becoming an Acquiring Person (including any such date which is on or after the Beneficial Owner date of fifteen percent (15%) or more this Agreement and prior to the issuance of the shares of Common Stock then outstanding Rights) (the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) ----------------- the Rights will shall be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, certificates and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, Company shall provide the Rights Agent will countersign, with a list of holders of Common Stock and the Rights Agent will send shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit B hereto --------- (the "Rights Certificates"), evidencing one Right for each share of Common Stock ------------------- so held, held (subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates.
(b) As . The Company shall promptly as practicable notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. Promptly following the Record Date, the Corporation will Company shall send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (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 CorporationCompany. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect of which Rights have been issued outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate.
(b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights "Rights" as set forth in the a Rights Agreement between XxxxSymmetricom, Inc. (the "CorporationCompany") and EquiServe Trust Company, N.A. Mellon Investor Services LLC (the "Rights Agent") dated as of October 8August 9, 1999 as the same may be amended from time to time 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. 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. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an "Beneficially Owned" by "Acquiring Person or an Affiliate or Associate thereof Persons" (as such terms are defined in the Rights Agreement)) or certain related parties, whether currently held by or on behalf as well as subsequent holders of such Person or by any subsequent holderRights, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 Rightscertificate.
Appears in 1 contract
Samples: Rights Agreement (Symmetricom Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Shares Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent intention of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock 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 planan Exempt Person) to commence, a tender or exchange offer if, upon the consummation thereof, of which would result in such Person would be becoming the Beneficial Owner of fifteen percent (15%) Common Shares aggregating 10% or more of the shares of Common Stock 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 (i) and (ii) 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 Common Stock Shares registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Shares. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B EXHIBIT A hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockShares, in substantially the form attached of EXHIBIT B hereto as Exhibit C, (the "Summary of Rights") by first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with such shares of the Common StockShares represented thereby.
(c) Unless Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the Board last sentence of Directors by resolution adopted at or before the time of issuance this paragraph (including pursuant to the exercise of rights under the Corporation's employee benefit plansc)) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates representing such shares of Common Stock Date shall also be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Xxxx, Inc. (the "Corporation") Sulcus Hospitality Technologies Corp. and EquiServe American Stock Transfer & Trust Company, N.A. (the "Rights Agent") Company dated as of October 8January 30, 1999 1998 as the same may be amended from time to time thereafter (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the Corporation. Sulcus Hospitality Technologies 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. The Corporation Sulcus Hospitality Technologies Corp. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, ) may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock Shares shall be deemed cancelled canceled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that Shares which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Sulcus Hospitality Technologies Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day Business Day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the Corporation, Company or any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation 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 if, upon consummation thereof, which would result in such Person would be person becoming the Beneficial Owner of fifteen percent (15%) % or more of the then outstanding shares of Common Stock 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 (i) and (ii) such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send The Company sent a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form of Exhibit B attached hereto as Exhibit C, by first-class, postage prepaid mailhereto, 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 Corporation. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect of which Rights have been issued outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificate.
(c) Unless Certificates for the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock , shall also be deemed also to 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 the Rights Agreement between XxxxLakes Gaming, Inc. and Norwest Bank Minnesota, National Association dated as of May 12, 2000 (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 as the same may be amended from time to time (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Corporation. Lakes Gaming, 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. The Corporation Lakes Gaming, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who isAcquiring, was Persons or becomes an Acquiring Person Affiliates or an Affiliate or Associate Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf ) and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and 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 certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Lakes Gaming Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) day after the date of the commencement of, or first public announcement of the intent of by any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock 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 planan Exempt Person) to commence, commence a tender or exchange offer within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, upon consummation thereof, such Person together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding (irrespective of whether any shares are actually purchased pursuant to any such offer) (each of the earlier time periods in (i) and (ii) being subject to extension as provided in Section 27 and the earliest of (i) and (ii) being herein referred to as the "“Distribution Date"”), (w) the Rights shall not be exercisable, (x) the Rights will be solely evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights each Right will be transferable only in connection with the transfer of the underlying shares share of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Corporation shall Company may make the any necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send Company has sent a copy of a Summary of Rights to Purchase Series A Participating purchase Preferred Stock, containing substantially the information set forth in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, Date but prior to the earlier earliest of the Distribution Stock Acquisition Date or a Section 13 Event or the Expiration Date. Certificates representing such shares of Common Stock Stock, and certificates issued upon transfer or exchange of Common Stock, shall also be deemed to be certificates for Rights, and shall bear the following legend: “This certificate also evidences and entitles represents Rights that entitle the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Xxxx, Inc. (the "Corporation") Corporation and EquiServe American Stock Transfer & Trust Company, N.A. (the "as Rights Agent") , dated as of October 8December 31, 1999 1996, as the same may be amended from time to time (the "“Rights Agreement"”), the terms terms, conditions and limitations of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held beneficially owned by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” 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. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall shall, until the Distribution Date, be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Quidel Corp /De/)
Issue of Rights Certificates. (a) Until the earliest of (i) the Close of Business on the earlier of (i) the tenth (10th) day Business Day after the Stock Acquisition Date or (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or tenth Business Day after the latest of (iiA) the tenth (10th) Business Day (date that a tender or such later date as may be determined exchange offer by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act as in effect on the date hereof, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding outstanding, or (B) the date upon which all regulatory approvals required for the acquisition of stock pursuant to the tender or exchange offer referred to in clause (A) have been obtained or waived, or (C) the date upon which any approval required of the security holders of the Person publishing or sending or giving the tender or exchange offer referred to in clause (A), for the acquisition of stock pursuant to such tender or exchange offer, is obtained or waived (the earlier earliest of (i) and (ii) 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Rights Right Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 CorporationCompany. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and certificates issued after the Record Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxMaxim Pharmaceuticals, Inc. (the "Corporation") and EquiServe American Stock Transfer & Trust Company, N.A. Company (the "Rights Agent") dated as of October 8June 15, 1999 as the same may be amended from time to time 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock of the Company after the Record Date but prior to before the Distribution Date, any Rights associated with such shares of Common Stock of the Company shall be deemed cancelled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if Close of Business on the tenth (10th) day Business Day after the Stock Acquisition Date occurs before the Record Date, or (ii) the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the commencement ofCompany, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2 of the General Rules and Regulations under the Exchange Act or of the first public announcement of the intent intention of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company, or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding Common Stock for or pursuant to the terms of any such plan) to commence, commence (which intention to continue remains in effect for five Business Days after such announcement) a tender or exchange offer ifoffer, if upon consummation thereof, such Person would be become the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) 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 Common Stock registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights (and the right to receive separate certificates evidencing the rights ("Rights Certificates")) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Company) as more fully set out below. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested, send) by first-class, insured, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa Rights Certificate, which shall be in substantially the form of Exhibit B hereto (the "Rights Certificates")A hereto, evidencing one Right for each share of Common Stock so held, subject to adjustment amendment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Common Stock, in substantially the form attached of Exhibit B hereto as Exhibit C(the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for Common Stock outstanding as of the Record Date, until Until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated outstanding, with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 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 office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate without a copy of the Summary of Rights Agreementattached thereto, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of thereby.
(c) Certificates for Common Stock which become outstanding (including, without limitation, re-acquired Common Stock which is subsequently disposed of by the Company) after the Record Date but prior to the earliest of the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement Redemption Date or the rights of any holder of the Rights.Finax
Appears in 1 contract
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day (10thor such later date as may be determined by action of a majority of the Board of Directors) day after the Stock Acquisition Date (or, if the tenth (10th) day tenthday after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of a majority of the Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen twenty percent (1520%) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more share of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the CorporationCompany's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxMicro Therapeutics, Inc. Inc., a Delaware corporation (the "CorporationCompany") and EquiServe Trust Company, N.A. U.S. Stock Transfer Corporation (the "Rights Agent") ), dated as of October 8June 3, 1999 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 office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day Business Day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the Corporation, Company or any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation 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 if, upon consummation thereof, which would result in such Person would be person becoming the Beneficial Owner of fifteen percent (15%) % or more of the then outstanding shares of Common Stock 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 (i) and (ii) 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 Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send The Company sent a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form of Exhibit B attached hereto as Exhibit C, by first-class, postage prepaid mailhereto, to each record holder of the Common Stock as of the Close of Business on the Record Date. The Summary of Rights attached hereto as Exhibit B is now revised to reflect all amendments effected as of April 1, at the address of such holder shown on the records of the Corporation1998. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect of which Rights have been issued outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificate.
(c) Unless Certificates for the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Datedate of this Agreement, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock , shall also be deemed also to 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 the Amended and Restated Rights Agreement between XxxxNorstan, Inc. (the "Corporation") and EquiServe Trust CompanyNorwest Bank Minnesota, N.A. (the "Rights Agent") dated as of October 8April 1, 1999 as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Corporation. Norstan, 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. The Corporation Norstan, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who isAcquiring, was Persons or becomes an Acquiring Person Affiliates or an Affiliate or Associate Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf ) and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and 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 certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Norstan Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier earliest of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of clauses (i), (ii) and (iiiii) 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As The Company will make available, as promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, C (the "Summary of Rights") to each record any holder of Common Stock as of Rights who may so request from time to time prior to the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Corporation. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Prism Financial Corporation (the "CorporationCompany") and EquiServe Trust CompanyLaSalle Bank National Association, N.A. (the "Rights Agent") dated as of October 8January 27, 1999 2000, as the same may be amended from time to time 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 office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Stock Shares Acquisition Date or (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (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 solely for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding Common Shares solely for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if(which intention to commence remains in effect for five Business Days after such announcement), upon the consummation thereof, of which would result in any Person becoming an Acquiring Person (including any such Person would be date which is after the Beneficial Owner date of fifteen percent (15%) or more this Agreement and prior to the issuance of the shares of Common Stock then outstanding (Rights, the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate Rights Certificates, and (y) the Rights (and the right to receive Rights Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Shares. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit EXHIBIT B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held, subject to the adjustment as provided herein. In the event that an adjustment in the number provisions of Rights per share Section 11 of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation 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 Rightsthis Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Corporation Company will send mail a copy of a Summary of Rights to Purchase Series A Participating Preferred StockShares, in substantially the form attached of EXHIBIT C hereto as Exhibit C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder as shown on the records of the CorporationCompany. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the Distribution Date (or the earlier of the Distribution Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificates representing shares of certificate for Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after Shares outstanding on the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 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 office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A STOCKHOLDER RIGHTS AGREEMENT BETWEEN EPRISE CORPORATION (THE "COMPANY") AND FLEET BANK N.A. C/O EQUISERVE, L.P. AS RIGHTS AGENT (THE "RIGHTS AGENT"), DATED AS OF DECEMBER 18, 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 THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock Shares shall be deemed cancelled canceled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that Shares which are no longer outstanding. Notwithstanding this paragraph (cSection 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 Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. 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 Common Stock, and registered in the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement between XxxxMidas Group, Inc. (the Inc.(the "CorporationCompany") and EquiServe First Chicago Trust Company, N.A. Company of New York (the "Rights Agent") dated as of October 8____________, 1999 as the same may be amended from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Midas Group Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, and (ii) the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan maintained by the Company or employee stock any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Corporation or of any Subsidiary of the CorporationExchange Act Regulations, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above 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 shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of 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 CorporationCompany, one or more right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock in substantially the form attached hereto as Exhibit CB (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of Rights shall, without any shares of Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Company Common Stock that which are outstanding on the Record Date and which are issued after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. AmSurg Corp. (the "CorporationCompany") and EquiServe Trust CompanySunTrust Bank, N.A. Atlanta (the "Rights Agent") dated December 2, 1999, as amended and restated as of October 8December 13, 1999 1999, and as the same may be further amended from time to time and restated as of July 12, 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Corporationstock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Amsurg Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, that a tender or exchange offer ifby any Person is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be become an Acquiring Person or (iii) the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding Expiration Date (the earlier of (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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). The Board of Directors of the Company may defer the date set forth in clause (ii) of the preceding sentence to a specified later date or to an unspecified later date, each to be determined, (with the concurrence of a majority of the Continuing Directors following a Stock Acquisition Date and only if the Continuing Directors constitute a majority of the number of directors then in office) by action of the Board of Directors of the Company. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignwill, and at the Rights Agent will Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit EXHIBIT B hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Datepracticable, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CEXHIBIT C (the "SUMMARY OF RIGHTS"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxXxxx Group, Inc. (the "CorporationCompany") and EquiServe Trust Company, N.A. The First National Bank of Boston (the "Rights Agent") dated as of October 8July 25, 1999 as the same may be amended from time to time 1995 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Kerr Group Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date or (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonBoard) after the date of the commencement of(determined in accordance with Rule 14d-2 under the Exchange Act or, or first public announcement of if no longer applicable, the intent of the same as in effect on the date hereof as determined in good faith by the Board) by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or any of any Subsidiary of the Corporationits subsidiaries, or any Person or entity organized, appointed or established by the Corporation Company or any of its subsidiaries for or pursuant to the terms of any such plan) to commence, of a tender or exchange offer if, upon (other than a Permitted Offer) the consummation thereof, of which would result in such Person would be becoming an Acquiring Person (including any such date which is on or after the Beneficial Owner date of fifteen percent (15%) or more this Agreement and prior to the issuance of the shares of Common Stock then outstanding Rights) (the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, certificates and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, Company shall provide the Rights Agent will countersign, with a list of shareholders of Common Stock and the Rights Agent will send shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates.
(b) . As promptly soon as practicable following the Record Date, the Corporation will Company shall send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (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 CorporationCompany. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect of which Rights have been issued outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate.
(b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 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 office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Alliance Fiber Optic Products Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonBoard) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, Company or any Person of its subsidiaries or any entity organized, appointed or established by the Corporation Company holding Common Shares for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains unwithdrawn or otherwise uncanceled for five (5) days after such announcement), a tender or exchange offer if, upon the consummation thereof, of which would result in such Person would be becoming an Acquiring Person (including any such date which is on or after the Beneficial Owner of fifteen percent (15%) or more Agreement Date and prior to the issuance of the shares of Common Stock then outstanding Oncology Rights) (the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Agouron Rights will and the Oncology Rights shall be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Agouron Stock and Oncology Division Stock, respectively, registered in the names of the holders of Common Stock thereof (which certificates for Common Agouron Stock and Oncology Division Stock shall be deemed also to be certificates for Agouron Rights and Oncology Rights, respectively) and not by separate Rights Certificatescertificates, and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Shares. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will shall send by first-class, insured, postage prepaid mail, to each record holder of Common the Agouron Stock and Oncology Division 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 CorporationCompany, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (an "Agouron Stock Rights Certificate" or an "Oncology Division Stock Rights Certificate," as the "Rights Certificates"case may be), evidencing one Agouron Right for each share of Common Agouron Stock so held, held and one Oncology Right for each share of Oncology Division Stock so held (subject to adjustment as provided elsewhere herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record DateCertificates issued for Common Shares (including, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stockwithout limitation, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, to each record holder certificates issued upon transfer or exchange 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 Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(cShares) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, Effective Date but prior to the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock Rights) shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the an Amended and Restated Rights Agreement between XxxxAgouron Pharmaceuticals, Inc. (the "CorporationCompany") and EquiServe Trust CompanyChaseMellon Shareholder Services, N.A. L.L.C. (the "Rights Agent") dated as of October 8November [XXX], 1999 as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. 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 Certificates and will no longer be evidenced by this certificateCertificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an beneficially owned by Acquiring Person or an Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related Persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, that a tender or exchange offer ifby any Person is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be become an Acquiring Person or (iii) the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding Expiration Date (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). The Board of Directors of the Company may defer the date set forth in either clause (i) or (ii) of the preceding sentence to a specified later date or to an unspecified later date, each to be determined (with the concurrence of a majority of the Continuing Directors following a Stock Acquisition Date and only if the Continuing Directors constitute a majority of the number of directors then in office) by action of the Board of Directors of the Company. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignwill, and at the Rights Agent will Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, substantially in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Datepracticable, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, substantially in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxXxxxxx Xxxxxxxx Materials, Inc. (the "CorporationCompany") and EquiServe Trust CompanyFirst Union National Bank of North Carolina, N.A. (the "as Rights Agent") , dated as of October 821, 1999 1996, as the same it may be amended from time to time be supplemented or amended pursuant to its terms (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. 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. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge within ten business days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Familyany Exempted Person, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) . As promptly as practicable following the Record Date, the Corporation will Company shall send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights will be evidenced by such certificates for the Common Stock, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the Expiration Dateredemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, . Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Expiration Date or the Expiration Dateredemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following legendform : “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxBeazer Homes USA, Inc. (the "Corporation"“Company”) and EquiServe American Stock Transfer & Trust Company, N.A. LLC (the "“Rights Agent") ”), dated as of October 8November 14, 1999 as the same may be amended from time to time 2019 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. .” With respect to such certificates containing the foregoing legend, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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: Section 382 Rights Agreement (Beazer Homes Usa Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date and (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Company’s Board of Directors prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan maintained by the Company or employee stock any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is commenced within the meaning of Rule 14d-2 of the Corporation or of any Subsidiary of the Corporation, Exchange Act Regulations or any Person or entity organizedsuccessor rule, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent 15% (15%or with respect to Persons identified in either clause (ii) or (iii) of Section 1(a), the percentage referenced in such clause) or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above 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 shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of 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 CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Corporation shall Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in a form that may be appended to certificates that evidence shares of Company Common Stock, in substantially the form attached hereto as Exhibit CB (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of Rights shall, without any shares of Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Company Common Stock that are issued (including any shares of Company Common Stock held in treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing evidencing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement Agreement, dated as of November 10, 2005 (the “Rights Agreement”), between XxxxVita Food Products, Inc. (the "Corporation"“Company”) and EquiServe Trust Company, N.A. American Stock Transfer Corp. (the "“Rights Agent") dated as of October 8, 1999 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 office of the CorporationRights Agent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. .” With respect to certificates evidencing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier earliest of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) business day after the date of the commencement of, that a tender offer or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) 20% or more of the shares of Common Stock then outstanding outstanding, or (iii) the close of business on the tenth day after the Board of Directors of the Company determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (or such later date under clause (i), (ii) and (iii) as may be determined by the Board of Directors of the Company; provided, however, that if such determination occurs on or after the time there is an Acquiring Person or Adverse Person, then such date may be extended only if there are Continuing Directors (as such term is defined in Section 23 hereof) in office and such extension is authorized by a majority of such Continuing Directors) (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). Upon the occurrence of an event described in clauses (i), (ii) or (iii) above, the Company shall give prompt notice thereof to the Rights Agent. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereofmade, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit C, B (the "Summary of Rights") by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer or surrender for transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer or surrender for transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights. All certificates issued after the Record Date, and whether with respect to new or to transferred shares, shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Xxxxx Capital Corporation (the "CorporationCompany") and EquiServe Trust CompanySunTrust Bank, N.A. Atlanta (the "Rights Agent") dated as of October 8August 3, 1999 as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or an Affiliate any Affiliates or Associate Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer or surrender for transfer of any of such certificates shall also constitute the transfer or surrender for transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, and (ii) the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan maintained by the Company or employee stock any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Corporation or of any Subsidiary of the CorporationExchange Act Regulations, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above 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 shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of 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 CorporationCompany, one or more right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock in substantially the form attached hereto as Exhibit CB (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of Rights shall, without any shares of Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Company Common Stock that which are outstanding on the Record Date and which are issued after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxAmerican Healthways, Inc. (the "CorporationCompany") and EquiServe Trust Company, N.A. SunTrust Bank (the "Rights Agent") dated as of October 8June 19, 1999 as the same may be amended from time to time 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Corporationstock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. 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 Common Stock, and registered in the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement between XxxxHussmann International, Inc. (the Inc.(the "CorporationCompany") and EquiServe First Chicago Trust Company, N.A. Company of New York (the "Rights Agent") dated as of October 8____________, 1999 as the same may be amended from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) 10th day after the Stock Shares Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or and (ii) the tenth (10th) Business Day 10th business day (or such later date as may be determined by action of the Board of Directors prior to before 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 intent intention of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be becoming the Beneficial Owner of fifteen percent (15%) Common Shares aggregating 20% or more of the shares of Common Stock then outstanding Common Shares (including any such date that is after the date of this Agreement and before the issuance of the Rights; the earlier of (i) and (ii) 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 Common Stock Shares registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRight Certificates as hereinafter defined) and not by separate Rights Certificates, Right Certificates and (yB) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Shares. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa Right Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesRight Certificate"), evidencing one Right for each share of Common Stock Share so held, held (subject to adjustment appropriate adjustments, as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation 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 Rightshereinafter defined). As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Right Certificates.
(b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockShares, in substantially the form attached of Exhibit C hereto as Exhibit C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the Distribution Date (and the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any certificates representing shares certificate for Common Shares outstanding on the Record Date, with or without a copy of Common Stock in respect the Summary of which Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with such shares of the Common StockShares represented thereby.
(c) Unless Certificates for Common Shares that become outstanding (including, without limitation, reacquired Common Shares referred to in the Board last sentence of Directors by resolution adopted at or before the time of issuance this paragraph (including pursuant to the exercise of rights under the Corporation's employee benefit plansc)) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, Date but prior to before the earlier earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall have impressed on, printed on, written on or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between XxxxOstex International, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") ChaseMellon Shareholder Services L.L.C. dated as of October 8January 21, 1999 as the same may be amended from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the Corporation. Ostex 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. The Corporation Ostex International, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, ) may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In If the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock Shares after the Record Date but prior to before the Distribution Date, any Rights associated with such shares of Common Stock Shares shall be deemed cancelled canceled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that Shares which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date or (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). The Company must promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a shareholder list together with all other relevant information. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignis notified of the Distribution Date and receives such information, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right Rights certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As The Company will make available, as promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mailC (the “Summary of Rights”), to each record any holder of Common Stock as of Rights who may so request from time to time prior to the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxAptarGroup, Inc. (the "Corporation"“Company”) and EquiServe Trust Company, N.A. National City Bank (the "“Rights Agent"”) dated as of October 8April 7, 1999 2003, 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 office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation Company purchases or otherwise acquires any shares of its Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer not 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 (Aptargroup Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day (10thor such later date as the Board of Directors of the Company shall determine) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the such Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, that a tender or exchange offer ifby any Person is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be become an Acquiring Person or (iii) the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding Expiration Date (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). The Board of Directors of the Company may defer the date set forth in clause (i) or (ii) of the preceding sentence to a specified later date or to an unspecified later date, each to be determined (with the concurrence of a majority of the Continuing Directors following a Stock Acquisition Date and only if the Continuing Directors constitute a majority of the number of directors then in office) by action of the Board of Directors of the Company. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignwill, and at the Rights Agent will Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Datepracticable, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Smith Corona Corporation (the "CorporationCompany") and EquiServe Trust Company, N.A. Marine Midland Baxx (the xhe "Rights Agent") dated as of October 8February __, 1999 as the same may be amended from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Smith Corona Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date and (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Company’s Board of Directors prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan maintained by the Company or employee stock any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is commenced within the meaning of Rule 14d-2 of the Corporation or of any Subsidiary of the Corporation, Exchange Act Regulations or any Person or entity organizedsuccessor rule, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent 10% (15%20% in the case of a Passive Institutional Investor) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof3(c)) by the certificates for shares of Company Common Stock registered in the names of the holders of Common Stock thereof (which certificates for shall also be deemed to be Right Certificates), or with respect to uncertificated shares of Company Common Stock shall be deemed also to be certificates for Rights) registered in book entry form (“Book Entry Shares”), by notation in book entry, and not by separate Rights Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the CorporationCompany). As soon promptly as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the books and records of the CorporationCompany or, if applicable, its transfer agent, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "“Rights Certificates"), ”) evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Corporation shall Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following On the Record Date, or as promptly as practicable thereafter, the Corporation Company will send a copy of make available a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached of Exhibit B hereto as Exhibit C, by first-class, postage prepaid mail(the “Summary of Rights”), to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of Rights shall, without any shares of Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Company Common Stock that are issued (for the avoidance of doubt, including any shares of Company Common Stock held in treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such for shares of Company Common Stock that become outstanding (including, without limitation, reacquired shares of Company Common Stock referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall also be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear the following legendthem a legend substantially as follows: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, dated as of March 22, 2020 (the “Rights Agreement Agreement”), between XxxxThe Chefs’ Warehouse, Inc. (the "Corporation"“Company”) and EquiServe American Stock Transfer & Trust Company, N.A. LLC (the "“Rights Agent") dated as of October 8, 1999 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 office of the CorporationRights Agent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate any Affiliate, Associate or Associate transferee thereof (as such terms are defined or described in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may shall become null and void.” With respect to any Book Entry Shares, such legend shall be included in a notice to the record holders of such shares in accordance with applicable law. With respect to certificates or notations in book entry evidencing ownership of shares of Company Common Stock (whether or not such certificates containing certificates, or notice to the record holders of Book Entry Shares, include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates or notations in book entry shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsor notations in book entry alone, and the transfer of any shares of such certificates Company Common Stock, shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificatesStock, the ownership of which is evidenced thereby. In the event that the Corporation Company purchases or otherwise acquires any shares of Company Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Company Common Stock shall be deemed cancelled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with the shares of Company Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), ) or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior shall determine, provided, however, that no deferral of a Distribution Date by the Board of Directors of the Company pursuant to such this clause (ii) may be made at any time as any Person becomes an Acquiring Personduring the Special Period) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, at the expense of the Company, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As The Company will make available, as promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, C (the "Summary of Rights") to each record any holder of Common Stock as of Rights who may so request from time to time prior to the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Corporation. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Chicago Rivet & Machine Co. (the "CorporationCompany") and EquiServe First Chicago Trust CompanyCompany of New York, N.A. (the "as Rights Agent") , dated as of October 8November 22, 1999 1999, as the same may be amended from time to time 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 office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier earliest of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of clauses (i), (ii) and (iiiii) 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As The Company will make available, as promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, C (the "Summary of Rights") to each record any holder of Common Stock as of Rights who may so request from time to time prior to the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Dis tribution Date, the Rights will be evidenced by such certificates for the Common Stock, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company's xxxx xxxx) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Prism Financial Corporation (the "CorporationCompany") and EquiServe Trust CompanyLaSalle Bank National Association, N.A. (the "Rights Agent") dated as of October 8January 27, 1999 2000, as the same may be amended from time to time 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 office offices of the CorporationCompany. 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 certificatecertifi cate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Acquir ing Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently cur rently held by or on behalf of such Person or by any subsequent holderhold er, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date and (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan maintained by the Company or employee stock any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is commenced within the meaning of Rule 14d-2 of the Corporation or of any Subsidiary of the Corporation, Exchange Act Regulations or any Person or entity organizedsuccessor rule, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent (15%) 20% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the CorporationCompany). The Company shall notify the Rights Agent in writing of the occurrence of a Distribution Date. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of 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 CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Corporation shall Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in a form that may be appended to certificates that evidence shares of Company Common Stock, in substantially the form attached hereto as Exhibit CB (the "SUMMARY OF RIGHTS"), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of Rights shall, without any shares of Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Company Common Stock that are issued after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing evidencing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "CorporationRights Agreement"), between Xxxxx Limited (the "Company") and EquiServe Trust Company, N.A. Mellon Investor Services LLC (the "Rights Agent") dated as of October 8, 1999 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 office of the CorporationRights Agent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates evidencing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Bunge LTD)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after Close of Business on the Stock Share Acquisition Date and (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board Company’s board of Directors directors prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding shares of Common Stock for or pursuant to the terms of any such plan) to commenceis commenced within the meaning of Rule 14d-4(a) of the Exchange Act Regulations, a tender or exchange offer if, if upon consummation thereof, thereof such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock of the Company then outstanding (the earlier of (i) and (ii) above being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for shares of Common Stock of the Company registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Corporation)Company. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Common Stock 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 CorporationCompany, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the "a “Rights Certificates"Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as of Exhibit CC (the “Summary Of Rights”), by first-class, postage postage-prepaid mail, to each record holder of shares of Common Stock of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated RightsCompany. Until the earlier of the Distribution Date (or the Expiration Date), the surrender for transfer of any certificates representing certificate for shares of Common Stock in respect of which Rights have been issued the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with such the shares of Common StockStock represented thereby.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall will be issued by the Company in respect of all shares Common Shares (other than Common Shares issued upon the exercise or exchange of Common Stock that are any Right) issued or delivered by the Company (whether originally issued or delivered from the Company’s treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing for such shares of Common Stock shall also be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: legend (or such other legend as the Company may deem appropriate that is not inconsistent with the provisions of this Agreement): This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between XxxxCardium Therapeutics, Inc. (the "Corporation") and EquiServe Computershare Trust Company, N.A. (the "Rights Agent") Company dated as of October 8July 10, 1999 as the same may be amended from time to time 2006, (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the Corporation. Cardium Therapeutics, 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. The Corporation Cardium Therapeutics, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person person or by any subsequent holder, may become null and void. With respect to such certificates containing If the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock of the Company shall be deemed cancelled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with any shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-first- class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation The Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, C (the "Summary of Rights") to each record holder of the Common Stock as promptly after the close of the Close of Business business on the Record DateDate (other than any Acquiring Person), at the address of such holder shown on the records of the CorporationCompany. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially equivalent to the following legendfollowing: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxMMI Companies, Inc. (the "CorporationCompany") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 as the same may be amended from time to time Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. 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. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Mmi Companies Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth (10thBoard of Directors has not made the determination referred to in Section 11(a)(ii)(B) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date)hereof, or (ii) the tenth (10th) Business Day (or close of business on such later date as may be determined fixed by action of the Board of Directors prior of the Company by notice to such time as any Person becomes an Acquiring Person) the Rights Agent and publicly announced by the Company, which date shall not be later than 65 days after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) 20% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate Rights Certificatescertificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. Upon the distribution of the Rights Certificates as provided in this subsection (a), the trust created hereby shall cease.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached of Exhibit C hereto as Exhibit C(the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, beneficial interests in the Rights will be evidenced by such certificates for the Common Stock, Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Certificates issued after the Record Date upon the transfer of Common StockShares outstanding on the Record Date shall bear the legend set forth in subsection (c).
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contraryExcept as provided in Section 22 hereof, Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock Shares shall also be deemed to be certificates for beneficial interests in the associated Rights, and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. ViroPharma Incorporated (the "CorporationCompany") and EquiServe Trust CompanyStockTrans, N.A. Inc. (the "Rights Agent") dated as of October 8September 10, 1999 1998 (the "Rights Agreement"), and as the same may be amended from time to time (the "Rights Agreement")time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of beneficial interests in the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Viropharma Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day (or such later date as may be determined by the Board before the occurrence of the Distribution Date) after the Stock Shares Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2(a) under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, an Exempt Person, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, an Exempt Person, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if(which intention to commence remains in effect for five (5) Business Days after such announcement), upon the consummation thereof, of which would result in any Person becoming an Acquiring Person (including any such Person would be date which is after the Beneficial Owner date of fifteen percent (15%) or more this Agreement and prior to the issuance of the shares of Common Stock then outstanding (Rights, the earlier of (i) and (ii) such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3(b) hereof3) by the certificates for Common Stock Shares registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate Rights Certificates, and (y) the Rights (and the right to receive Rights Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Shares. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, rights certificates in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As The Company will make available, as promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockShares, in substantially the form attached of Exhibit C hereto as Exhibit C(the “Summary of Rights”), by first-class, postage postage-prepaid mail, to each record any holder of Common Stock as of Rights who may so request from time to time prior to the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock Shares outstanding as of the Record Date, unless and until the Distribution DateDate shall occur, the Rights will be evidenced by such certificates for the Common StockShares with or without a copy of the Summary of Rights attached, and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockShares.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or from the Company’s treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date, and to the extent provided in Section 22 hereof, in respect of Common Shares issued after the Distribution Date and prior to the Expiration Date. Certificates Subject to Section 3(a) hereof, certificates representing such shares of Common Stock Shares shall also be deemed to be certificates for Rights, and shall bear the following legendlegend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Xxxx, Inc. Bexil Corporation (the "Corporation"“Company”) and EquiServe American Stock Transfer & Trust Company, N.A. as Rights Agent (the "“Rights Agent") ”), dated as of October 8November 10, 1999 as the same may be amended from time to time 2005 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may shall become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock Shares shall be deemed cancelled canceled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock Shares that are no longer outstanding. Notwithstanding this paragraph (cSection 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 (Bexil Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) close of business on the fifteenth day after the Stock Share Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action close of business on the Board of Directors prior to such time as any Person becomes an Acquiring Person) fifteenth business day after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) 20% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany). As soon as practicable after the Rights Agent has been notified by the Company that the Distribution Date, the Corporation will prepare and executeDate has occurred, the Rights Agent will countersign, and the Rights Agent will shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Right Certificates, then the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will shall be evidenced by such certificates for the Common Stock, Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockShares.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock Shares shall also be deemed to 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 the Rights Agreement between Xxxx, Inc. Kaneb Services LLC (the "CorporationCompany") and EquiServe Trust Company, N.A. (the "Rights Agent") Agent named therein dated as of October 8June 27, 1999 as the same may be amended from time to time 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the CorporationCompany, 2435 North Central Expressway, Richardson, Texas 75080, xxx xx xxx xxxxxxxxx xxxxxx xx xxx Xxxxxx Xxxxx. Under Xxxer certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Datetenth Business Day after a Stock Acquisition Date involving an Acquiring Person that has become such in a transaction (as to which the Board has not made the determination referred to in Section 11 (a)(ii)(B)), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of that a tender or exchange offer (as to which the commencement of, or first public announcement of Board has not made the intent of determination referred to in Section 11(a)(ii)(B))by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) 20% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock Shares registered in the names of the holders of Common Stock thereof (which certificates for Common Stock Shares shall be deemed also to be certificates for RightsRights Certificates) and not by separate Rights Certificatescertificates, and (y) the Rights (and the right to receive Rights Certificates) will be transferable only in connection with the transfer of the underlying shares Common Shares. The Company must promptly notify the Rights Agent of such Distribution Date and request that its transfer agent provide the Rights Agent with a list of the record holders of the Company's Common Stock (including a transfer to Shares as of the Corporation)close of business on the Distribution Date. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignreceives such notice and list, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, 11 at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof14) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date (or the earlier occurrence of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockShares.
(c) Unless Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the Board last sentence of Directors by resolution adopted at or before the time of issuance this paragraph (including pursuant to the exercise of rights under the Corporation's employee benefit plansc)) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record DateDate (or as soon as is reasonably practicable), but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates representing such shares of Common Stock , shall also be deemed to be certificates for Rightshave impressed, and shall bear printed, stamped, written or otherwise affixed onto them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Quaker Chemical Corporation (the "CorporationCompany") and EquiServe American Stock Transfer & Trust Company, N.A. Company (the "Rights Agent") dated as of October 8March 6 , 1999 2000 (the "Rights Agreement"), and as the same may be amended from time to time (the "Rights Agreement")time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and interests therein will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock Shares shall be deemed cancelled canceled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that Shares which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) day after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary subsidiary of the CorporationCompany, or any employee benefit plan or employee stock plan of the Corporation Company or any of any Subsidiary of the Corporationits subsidiaries, or any Person or entity organized, appointed or established by the Corporation Company or any of its subsidiaries 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 if, upon consummation thereof, which would result in such Person would be becoming an Acquiring Person, unless such date is extended by the Beneficial Owner Board of fifteen percent (15%) or more Directors of the shares Company (including any such date which is on or after the date of Common Stock then outstanding (this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates.
(b) . As promptly soon as practicable following the Record Date, the Corporation will Company shall send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock, Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect outstanding on the Record Date, even without a copy of which the Summary of Rights have been issued attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares certificate.
(b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between XxxxNanogen, Inc. (the "CorporationCompany") and EquiServe Trust CompanyBankBoston, N.A. (the "Rights Agent") dated as of October 8November 17, 1999 as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstancescircum- stances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates Certificates and will no longer be evidenced by this certificateCertificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge within five days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person or an Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related Persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 Rightscertificate.
Appears in 1 contract
Samples: Rights Agreement (Nanogen Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth (10thBoard of Directors has not made the determination referred to in Section 11(a)(ii)(B) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), hereof or (ii) the tenth (10th) Business Day (or close of business on such later date as may be determined fixed by action of the Board of Directors prior of the Company by notice to such time as any Person becomes an Acquiring Person) the Rights Agent and publicly announced by the Company, which date shall not be later than 65 days after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) 20% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate Rights Certificatescertificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. Upon the distribution of the Rights Certificates as provided in this subsection (a), the trust created hereby shall cease.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached of Exhibit C hereto as Exhibit C(the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, beneficial interests in the Rights will be evidenced by such certificates for the Common Stock, Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Certificates issued after the Record Date upon the transfer of Common StockShares outstanding on the Record Date shall bear the legend set forth in subsection (c).
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contraryExcept as provided in Section 22 hereof, Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock Shares shall also be deemed to be certificates for beneficial interests in the associated Rights, and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxCotelligent Group, Inc. (the "CorporationCompany") and EquiServe Trust CompanyBankBoston, N.A. (the "Rights Agent") ), dated as of October 8September 24, 1999 1997 (the "Rights Agreement"), and as the same may be amended from time to time (the "Rights Agreement")time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also be the registered holders of beneficial interests in the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth business day after the date that a tender or exchange offer by any Person (10thother 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) Business Day (is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be an Acquiring Person or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). .
(b) As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignhas been notified by the Company that the Distribution Date has occurred, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Right Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(bc) As The Company will make available, as promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mailC (the "Summary of Rights"), to each record any holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CorporationRights who may so request from time to time. With respect to certificates for the Common Stock outstanding as of the Record Date or issued subsequent to the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(cd) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Elcor Corporation (the "CorporationCompany") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 as the same may be amended from time to time Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may shall become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Elcor Corp)
Issue of Rights Certificates. (a) Until (i) the earlier of the Close of Business on the earlier of tenth Business Day after (iA) the tenth (10th) day after the Stock Acquisition Date Date, (orB) the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is commenced, if upon consummation of such tender or exchange offer such Person would be the tenth Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (10tha “Tender or Exchange Offer”), or (C) day after the Stock Acquisition Date occurs before date when any pre-commencement communication meeting the Record Date, description of Rule 14d-2(b) of the Close of Business on the Record Date)Exchange Act Regulations (or any successor rule) is made in connection with or relating to a Tender or Exchange Offer, or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors (such determination to be made prior to such time as any Person becomes an Acquiring Person) the Close of Business on the tenth Business Day after the date earliest to occur of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding (the earlier of three dates specified in (i) above) and of which the Company will give the Rights Agent prompt written notice (ii) such date above 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 shares of Company Common Stock registered in the names of the holders of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of shares of 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 CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto A (the "“Rights Certificates"”), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Corporation shall Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in a form which may be appended to certificates that evidence shares of Company Common Stock; in substantially the form attached hereto as Exhibit CC (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of Rights shall, without any shares of Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Company Common Stock that are issued (including any shares of Company Common Stock held in treasury) after the Record Date, Date (but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing ), and certificates evidencing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxMothers Work, Inc. (the "Corporation"“Company”) and EquiServe Trust CompanyStockTrans, N.A. Inc. (the "“Rights Agent"”) originally dated as of October 89, 1999 1995, and as the same may be amended from time to time date (the "“Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Corporationstock transfer administration office of the Rights Agent. Under certain circumstances, ; as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. .” With respect to certificates evidencing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Mothers Work Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) calendar day after the Stock Shares Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day thirtieth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation or of Company, any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation holding shares of Common Stock for or pursuant to the terms of any such planplan or 99CENTS Only Stores, a California corporation) 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, any Subsidiary of the Company, any entity holding shares of Common Stock for or pursuant to the terms of any such plan or 99CENTS Only Stores) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be becoming the Beneficial Owner of fifteen percent (15%) shares of Common Stock aggregating 20% or more of the then outstanding shares of Common Stock 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 (i) and (ii) 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 Common Stock registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate Rights Certificates, and (y) the Rights (and the right to receive Rights Certificates) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Stock. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested, send) by first-first class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B A hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates."
(b) As promptly as practicable following 3. This Amendment shall be governed by and construed in accordance with the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, to each record holder of Common Stock as laws of the Close State of Business on the Record Date, at the address Minnesota.
4. This Amendment may be executed in any number of counterparts and each of such holder shown on counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the records same instrument.
5. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Dateterms, until the Distribution Dateconditions, the Rights will be evidenced by such certificates for Common Stockobligations, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date covenants or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 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 office of the Corporation. Under certain circumstances, as set forth agreements contained in the Rights Agreement, such Rights will be evidenced by separate certificates all of which are ratified and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as affirmed in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth all respects and shall continue in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null full force and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 Rightseffect.
Appears in 1 contract
Samples: Rights Agreement (Universal International Inc /Mn/)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier earliest of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxComdisco, Inc. (the "CorporationCompany") and EquiServe Trust CompanyChaseMellon Shareholder Services, N.A. (the "Rights Agent") L.L.C., dated as of October 8November 17, 1999 1997, as the same may be amended from time to time 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 office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates certifi- xxxxx and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Comdisco Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier earliest of (i) the tenth (10th) close of business on the twentieth day after the Stock Acquisition Date (or, if the tenth (10th) twentieth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the tenth (10th) Business Day close of business on the twentieth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding or (iii) the close of business on the twentieth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(a) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Common Stock, in substantially the form attached hereto as Exhibit CB, by first-class, postage prepaid mail, to each record holder of Common Stock common stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legenda legend reading substantially as follows: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxResolve Staffing, Inc. (the "Corporation"“Company”) and EquiServe Trust Company, N.A. _______________________________ (the "“Rights Agent") ”), dated as of October 8May __, 1999 2006, 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 office of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. 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 Common Stock, and registered in the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the surrender for transfer of any certificates certificate representing shares of Common Stock in respect of which Rights have been issued issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement between XxxxMetris Companies Inc., Inc. (the "CorporationCompany") and EquiServe Trust CompanyNorwest Bank Minnesota, N.A. National Association, (the "Rights Agent") dated as of October 8September 10, 1999 as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day Business Day after the Stock Acquisition Date (or, if the such tenth (10th) day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than any Exempt Person) is first published or sent or given within the Xxxx Family, the Corporation, any Subsidiary meaning of Rule 14d-2(a) of the CorporationGeneral Rules and Regulations under the Exchange Act, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than the holder of any Rights that have become null and void pursuant to Section 7(e) hereof), at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, substantially in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will Company or the Rights Agent shall send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. With respect to certificates for representing shares of Common Stock outstanding as of the Record Date (or shares registered in book-entry form), or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights will be evidenced by the certificates representing such certificates for Common Stock, Stock (or by an appropriate notification in book-entry form) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier earliest of the Distribution Date, the Expiration Date (as such term is defined in Section 7 hereof) or the Expiration Dateredemption of the Rights pursuant to Section 23 hereof, the transfer of any certificates representing shares of Common Stock (or the transfer of shares registered in book-entry form) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Expiration Date or the Expiration Dateredemption of the Rights pursuant to Section 23 hereof. Certificates representing such shares of Common Stock shall also be deemed to 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 the Rights Agreement Tax Benefits Preservation Plan between Xxxx, Inc. Vonage Holdings Corp. (the "Corporation"“Company”) and EquiServe American Stock Transfer & Trust Company, N.A. LLC (the "“Rights Agent") ”), dated as of October 8June 7, 1999 2012, as the same it may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of book-entry shares, until the earlier of (i) the Distribution Date or Date, (ii) the Expiration DateDate or (iii) the redemption of Rights pursuant to Section 23 hereof, the Rights associated with the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone or such registration in book-entry form, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates or book-entry shares shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this paragraph (c), neither the omission of a legend legend, nor the failure to provide notice thereof (whether under this Section 3(c) or Section 4(b)), 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: Tax Benefits Preservation Plan (Vonage Holdings Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date or (or, if the tenth (10thii) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date day as may be determined by action of the Board of Directors (but only if at the time of such determination there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors) prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent intention of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock 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 planan Exempt Person) to commence, a tender or exchange offer ifoffer, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Rights 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 the Common Stock and Preferred Securities registered in the names of the holders of Common Stock thereof (which certificates for Common Stock and Preferred Securities shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)and Preferred Securities. As soon as practicable after the Rights Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock and Preferred Securities 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 CorporationCompany, one or more right Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held and one Right for each Conversion Share applicable to each share of Preferred Securities so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock as has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation 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 rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Rights Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following A summary of this Agreement is contained in Exhibit C annexed hereto (the Record Date, the Corporation will send a copy of a "Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 CorporationRights"). With respect to certificates for the Common Stock or Preferred Securities outstanding as of the Record Date, until the Distribution DateRights Distribution, the Rights will be evidenced by such certificates for Common Stock, Stock or Preferred Securities and the registered holders of the Common Stock or Preferred Securities shall also be the registered holders of the associated Rights. Until the earlier of the Rights Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock or Preferred Securities in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockStock or Preferred Securities.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued after the Record Date, Date and in respect of all shares of Preferred Securities that are issued but in each case prior to the earlier of the Rights Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock or Preferred Securities shall also be deemed to 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 the Third Amended and Restated Rights Agreement between XxxxMidway Games Inc., Inc. (the "CorporationCompany") and EquiServe Trust Company, N.A. The Bank of New York (the "Rights Agent") dated as of October 814, 1999 as the same may be amended from time to time 2003 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany's Common Stock transfer agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, is or was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Rights Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock and the Preferred Securities represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock or the Preferred Securities represented by such certificates. In Upon conversion of the event that Preferred Securities, the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of each Conversion Share shall thereafter be associated with the Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 Rightsissued upon such conversion.
Appears in 1 contract
Samples: Rights Agreement (Midway Games Inc)
Issue of Rights Certificates. (a) a. Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before is prior to the Record Date, the Close of Business on the Record Date), ) or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) day after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation holding shares of 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier earliest of (i) and (ii) being herein referred to as the "Distribution Date"), (xw) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate Rights Certificates, and (yx) the Rights and the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany) and any transfer of Common Stock shall also constitute the transfer of the associated Rights represented by the same certificate, (y) in the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such acquired Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding, and (z) in the event the Company issues any Common Stock after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Company shall issue one Right for each such newly issued share of Common Stock (subject to adjustment as provided in Section 11(h)) which Right shall be evidenced by the certificate for the associated share of Common Stock. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11(h), at the time of distribution of the Rights Certificates, Certificates are distributed the Corporation Company shall make the necessary and appropriate rounding adjustments pursuant to Section 14 (in accordance with Section 14(a) hereofa) so that Rights Certificates are distributed representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) b. As promptly soon as practicable following the Record Date, the Corporation Company will send make available a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as of Exhibit C, by first-class, postage prepaid mailC (the "Summary of Rights"), to each record holder of shares of Common Stock as of who may so request from time to time prior to the Close of Business on Expiration Date.
c. All Common Stock certificates which are issued, either upon an original issuance by the Company or upon a transfer by a holder, after the Record Date, at Date but prior to the address earliest of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Redemption Date or the Final Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights shall have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at impressed on, printed on, written on or before the time of issuance (including pursuant otherwise affixed to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between XxxxTektronix, Inc. (the "CorporationCompany") and EquiServe Trust Companythe Rights Agent thereunder, N.A. (the "Rights Agent") dated as of October 8June 21, 1999 as the same may be amended from time to time 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, beneficially owned by Acquiring Persons or held by, any Person who is, was their Affiliates or becomes an Acquiring Person or an Affiliate or Associate thereof Associates (as such terms are defined in the Rights Agreement), whether currently held and Rights previously owned by or on behalf of such Person or by any subsequent holderPersons, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Tektronix Inc)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Shares Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day business day (or such later date as may be determined by action of the Board of Directors (upon approval by a majority of the Continuing 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 intent intention of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer ifoffer, upon the consummation thereof, such of which would result in any Person would be becoming the Beneficial Owner of fifteen percent (Common Shares aggregating 15%) % or more of the shares then-outstanding Common Shares (including any such date which is after the date of Common Stock then outstanding (this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) 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 Common Stock Shares registered in the names of the holders of Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation)Shares. As soon as practicable after the Distribution Date, the Corporation 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 send will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockShares, in substantially the form attached of Exhibit C hereto as Exhibit C(the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock Shares 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 Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. (the "Corporation") and EquiServe Trust Company, N.A. (the "Rights Agent") dated as of October 8, 1999 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 office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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.at
Appears in 1 contract
Issue of Rights Certificates. (a) Until the Close of Business on the earlier earliest of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation Company 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(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer if, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) % or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of clauses (i), (ii) and (iiiii) 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 the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Ivex Packaging Corporation (the "CorporationCompany") and EquiServe First Chicago Trust CompanyCompany of New York, N.A. (the "Rights Agent") dated as of October 8February 10, 1999 1999, as the same may be amended from time to time 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 office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day Business Day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or and (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of by any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the CorporationCompany, or any Person or entity organized, appointed or established by the Corporation Company for or pursuant to the terms of any such plan) of, or the first public announcement of the intention of such Person to commence, a tender offer or exchange offer ifoffer, upon the consummation thereof, such of which would result in any Person would be becoming the Beneficial Owner of fifteen percent (Voting Securities then outstanding representing 15%) % or more of the shares Voting Power of Common Stock then outstanding the Company (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock registered in the names of the holders applicable series of Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Stock, and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will Company shall prepare and execute, the Rights Agent will countersign, execute and the Rights Agent will countersign and send by first-class, insured, postage prepaid mail, to each record holder of (i) 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 CorporationCompany, one or more right rights certificates, in substantially the form of attached hereto as Exhibit B hereto (the "Rights Certificates"), evidencing one-half of one whole Right for each share of Common Stock so held, subject in each case to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made after the Conversion Date pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C, 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 Corporation. With respect to certificates for the Common Stock outstanding as of after the Record Conversion Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or transferred from the Company's treasury to any other Person) after the Record Date, Conversion Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend, and all references to Rights Agreement or Rights in such legend appearing on certificates for Common Stock issued prior to or after the Conversion Date shall be deemed to refer to this Second Amended and Restated Rights Agreement and the Rights issued pursuant to this Second Amended and Restated Rights Agreement: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Xxxx, Inc. (the "CorporationRights Agreement"), between Sprint Corporation (the "Company") and EquiServe Trust CompanyUMB Bank, N.A. n.a. (the "Rights Agent") dated as of October 8, 1999 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 office offices of the CorporationRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Sprint Corp)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date Date, or (or, if ii) the close of business on the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the majority of the members of the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the CorporationCompany, any Subsidiary of the Corporation, Company or any employee benefit plan or employee stock plan of the Corporation Company or of any Subsidiary of the Corporation, Company or any Person or entity organized, appointed or established by the Corporation Company for or pursuant to the terms of any such plan) ), to commence, a tender or exchange offer if, upon consummation thereof, which would result in such person becoming an Acquiring Person would be (including any such date which is after the Beneficial Owner date of fifteen percent (15%) or more this Agreement and prior to the issuance of the shares of Common Stock then outstanding Rights) (the earlier earliest of (i) and (ii) 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 Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of the Shareholders' Rights to Purchase Series A Participating Preferred StockPlan, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. 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, Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any of the certificates representing shares of for the Common Stock in respect of which Rights have been issued outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such shares of Common Stockcertificate.
(c) Unless Certificates for the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock , shall also be deemed also to 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 the Rights Agreement between Xxxx, Inc. (the "Corporation") Xxxxxx Communications Corporation and EquiServe Trust CompanyNorwest Bank Minnesota, N.A. (the "Rights Agent") dated as of October 8July 27, 1999 as the same may be amended from time to time 1999, (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Xxxxxx 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. The Xxxxxx Communications Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person Person, or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf ) and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and 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 certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that are which is 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
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if or such later date as the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record DateBoard shall determine), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, that a tender or exchange offer ifby any Person is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be become an Acquiring Person or (iii) the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding Expiration Date (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany). The Board of Directors of the Company may defer the date set forth in clause (i) or (ii) of the preceding sentence to a specified later date or to an unspecified later date, each to be determined by action of the Board of Directors of the Company. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignwill, and at the Rights Agent will Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(b) As promptly as practicable following the Record Datepracticable, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common StockCompany.
(c) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxx, Inc. Loral Corporation (the "CorporationCompany") and EquiServe Trust Company, N.A. The Bank of New York (the "Rights Agent") dated as of October 8January 10, 1999 as the same may be amended from time to time 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that 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 (Loral Corp /Ny/)
Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of business on the tenth (10th) day Business Day after the Stock Acquisition Date (or, if the tenth (10th) day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intent intention of any Person (other than the Xxxx Family, the Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock 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 planan Exempted Person) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding becoming an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereofof this Agreement) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany); 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 Board of Directors may defer the date set forth in clause (ii) of the preceding sentence to a specified later date or to an unspecified later date, each to be determined by action of the Board of Directors. As soon as practicable after the Distribution Date, the Corporation will Company shall prepare and execute, the Rights Agent will countersign, execute and the Rights Agent will countersign and, at the Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records registry books for the Common Stock of the CorporationCompany, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
(ba) As promptly as practicable following the Record Date, the Corporation Company will send a copy of a Summary of Rights to Purchase Series A Participating Preferred StockRights, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the CorporationCompany. 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, Stock and the registered record holders of the Common Stock shall also be the registered record holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(cb) Unless the Board of Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date, and, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between XxxxGold Banc Corporation, Inc. (the "CorporationCompany") and EquiServe American Stock Transfer & Trust Company, N.A. Company (the "Rights Agent") ), dated as of October 813, 1999 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 office offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered record holders of Common Stock shall also be the registered record holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Corporation Company shall not be entitled to exercise any Rights associated with shares of the Common Stock that which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
