Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is merged or with which the Rights Agent or any successor Rights Agent is consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement. (b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 13 contracts
Samples: Tax Benefits Preservation Plan (Oasis Petroleum Inc.), Rights Agreement, Rights Agreement (Nuverra Environmental Solutions, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person entity succeeding to the corporate trust, stock transfer or other stockholder services business corporate trust powers of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and and, in all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and and, in all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 12 contracts
Samples: Rights Agreement (On Track Innovations LTD), Rights Agreement (On Track Innovations LTD), Rights Agreement (On Track Innovations LTD)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is merged or with which the Rights Agent or any successor Rights Agent is consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 11 contracts
Samples: Rights Agreement (Dominari Holdings Inc.), Rights Agreement (Aikido Pharma Inc.), Rights Agreement (Delek US Holdings, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case If, at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case . If, at any time time, the name of the Rights Agent shall be changed changes and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall have not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 9 contracts
Samples: Rights Agreement (Synlogic, Inc.), Section 382 Rights Agreement (Carvana Co.), Rights Agreement (Synaptogenix, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation, limited liability company or other entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation, limited liability company or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation, limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2021. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 7 contracts
Samples: Rights Agreement (MRV Communications Inc), Rights Agreement (Comstock Resources Inc), Rights Agreement (Sanchez Energy Corp)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent (or any successor Rights Agent is Agent) may be merged or with which the Rights Agent or any successor Rights Agent is it may effect a share exchange, be consolidated, or any Person resulting from any merger merger, share exchange, or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or document or any further act on the part of any of the parties hereto; but only if provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and and, in all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and and, in all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 6 contracts
Samples: Rights Agreement (Office Depot Inc), Rights Agreement (Office Depot Inc), Rights Agreement (Nn Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent it may effect a share exchange, be consolidated, or any successor Rights Agent is consolidatedotherwise combined, or any Person resulting from any merger merger, share exchange, consolidation or consolidation combination to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business corporate trust powers of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and and, in all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and and, in all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 6 contracts
Samples: Rights Agreement (Nano Dimension Ltd.), Shareholder Rights Agreement (Stratasys Ltd.), Rights Agreement (SciSparc Ltd.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation or limited liability company or other entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation or limited liability company or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement Plan without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation or limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2021. In case at the time such successor Rights Agent shall succeed to the agency created by this AgreementPlan, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) Plan. In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this AgreementPlan.
Appears in 6 contracts
Samples: Tax Benefit Preservation Plan (American Airlines Group Inc.), Tax Benefit Preservation Plan (New Home Co Inc.), Tax Benefit Preservation Plan (Transcept Pharmaceuticals Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s 's assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 5 contracts
Samples: Rights Agreement (Chrysler Corp /De), Rights Agreement (Quaker State Corp), Rights Agreement (Quaker State Corp)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights AgentAgent (including, without limitation, through a purchase of all or substantially all of the assets relating to such business), shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 5 contracts
Samples: Rights Agreement (Transfinancial Holdings Inc), Rights Agreement (Transfinancial Holdings Inc), Rights Agreement (Transfinancial Holdings Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is merged or with which the Rights Agent or any successor Rights Agent is consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 5 contracts
Samples: Tax Benefits Preservation Plan (Edgio, Inc.), Tax Benefits Preservation Plan, Tax Benefits Preservation Plan (RiceBran Technologies)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person entity succeeding to the corporate trust, stock transfer or other stockholder services shareholder service business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided that such Person entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If, at the time such the successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights the Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case . If, at any time time, the name of the Rights Agent shall be changed changes and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall have not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement. The provisions of Section 18, this Section 19 and Section 20 below shall survive the termination of this Agreement, the resignation, replacement or removal of the Rights Agent and the exercise, termination and the expiration of the Rights. In no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action; and the Company shall indemnify the Rights Agent and hold it harmless to the fullest extent permitted by law against any loss, liability or expense incurred as a result of third party claims for special, punitive, incidental, indirect or consequential loss or damages of any kind whatsoever.
Appears in 5 contracts
Samples: Rights Agreement (New York City REIT, Inc.), Rights Agreement (New York City REIT, Inc.), Rights Agreement (Healthcare Trust, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services service business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Rights Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s 's assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Rights Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Rights Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Rights Agreement.
Appears in 5 contracts
Samples: Stockholders Rights Agreement (OceanPal Inc.), Stockholders Rights Agreement (OceanPal Inc.), Stockholders Rights Agreement (Castor Maritime Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 5 contracts
Samples: Rights Agreement (WABCO Holdings Inc.), Rights Agreement (Syniverse Holdings Inc), Rights Agreement (Bairnco Corp /De/)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services shareholder service business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Rights Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Rights Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Rights Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Rights Agreement.
Appears in 5 contracts
Samples: Shareholders Rights Agreement (Globus Maritime LTD), Shareholders' Rights Agreement (Rubico Inc.), Shareholders' Rights Agreement (United Maritime Corp)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer trust or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 4 contracts
Samples: Stockholder Rights Agreement (Magenta Therapeutics, Inc.), Stockholder Rights Agreement, Stockholder Rights Agreement (Biofrontera Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Sorrento Therapeutics, Inc.), Rights Agreement (Sorrento Therapeutics, Inc.), Rights Agreement (Sorrento Therapeutics, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof22. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If at the time such successor Rights Agent shall succeed to the agency created by this Agreement, Agreement any of the Rights Right Certificates shall have been countersigned authenticated but not delivered, any such successor Rights Agent may adopt the countersignature authentication of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case authenticated, and, if at that time any of the Rights Right Certificates shall not have not been countersignedauthenticated, any successor Rights Agent may countersign authenticate such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case . If at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned authenticated but not delivered, the Rights Agent may adopt the countersignature authentication under its prior name and deliver Rights Right Certificates so countersignedauthenticated; and and, in case at that time any of the Rights Right Certificates shall not have been countersignedauthenticated, the Rights Agent may countersign authenticate such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Odyssey Healthcare Inc), Rights Agreement (United Surgical Partners International Inc), Rights Agreement (Odyssey Healthcare Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that the time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed changed, and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case case, at that time time, any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Farmers & Merchants Bancshares, Inc.), Rights Agreement, Rights Agreement (TruBridge, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may effect a share exchange, be consolidated, or any Person resulting from any merger merger, share exchange, or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or document or any further act on the part of any of the parties hereto; but only if provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and and, in all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and and, in all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 4 contracts
Samples: Rights Agreement (ASA Gold & Precious Metals LTD), Rights Agreement (ASA Gold & Precious Metals LTD), Rights Agreement (ASA Gold & Precious Metals LTD)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation or limited liability company or other entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation or limited liability company or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company succeeding to the corporate trust, stock trust or share transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation or limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2021. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Sinovac Biotech LTD), Rights Agreement (Sinovac Biotech LTD), Rights Agreement (Xyratex LTD)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case If, at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case . If at that time time, any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case If at any time the name of the Rights Agent shall be changed changes and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case if at that time any of the Rights Right Certificates shall have not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall will have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 3 contracts
Samples: Stockholder Rights Agreement (Cumulus Media Inc), Tax Asset Preservation Plan (WeWork Inc.), Rights Agreement (Cumulus Media Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services shareholder service business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Rights Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s 's assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Rights Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Rights Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Rights Agreement.
Appears in 3 contracts
Samples: Shareholders Rights Agreement (Icon Energy Corp), Shareholder Agreements (Icon Energy Corp), Shareholders Rights Agreement (Nordic American Offshore Ltd.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent it may effect a share exchange, be consolidated, or any successor Rights Agent is consolidatedotherwise combined, or any Person resulting from any merger merger, share exchange, consolidation, or consolidation combination to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or document or any further act on the part of any of the parties hereto; but only if provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and and, in all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and and, in all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Rayonier Advanced Materials Inc.), Rights Agreement (Navient Corp), Rights Agreement (Wesco International Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof22. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If at the time such successor Rights Agent shall succeed to the agency created by this Agreement, Agreement any of the Rights Certificates shall have been countersigned authenticated but not delivered, any such successor Rights Agent may adopt the countersignature authentication of a the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case authenticated, and, if at that time any of the Rights Certificates shall not have not been countersignedauthenticated, any successor Rights Agent may countersign authenticate such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case . If at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned authenticated but not delivered, the Rights Agent may adopt the countersignature authentication under its prior name and deliver Rights Certificates so countersignedauthenticated; and and, in case at that time any of the Rights Certificates shall not have been countersignedauthenticated, the Rights Agent may countersign authenticate such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Orthodontic Centers of America Inc /De/), Rights Agreement (Symbion Inc/Tn), Rights Agreement (Symbion Inc/Tn)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation or limited liability company or other entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation or limited liability company or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement Plan without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation or limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2021. In case at the time such successor Rights Agent shall succeed to the agency created by this AgreementPlan, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) Plan. In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this AgreementPlan.
Appears in 3 contracts
Samples: Tax Free Spin Protection Plan (Southwest Gas Holdings, Inc.), Tax Benefit Preservation Plan (Upland Software, Inc.), Tax Benefit Preservation Plan (Upland Software, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person corporation succeeding to the corporate trust, stock transfer or other stockholder services trust business of the Rights Agent or any successor Rights Agent, shall will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If at the time such successor Rights Agent shall succeed succeeds to the agency created by this Agreement, Agreement any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case if at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall will have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case If at any time the name of the Rights Agent shall be changed changes and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case if at that time any of the Rights Right Certificates shall have not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall will have the full force provided in the Rights Right Certificates and in this Agreement.
(c) Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.
Appears in 3 contracts
Samples: Rights Agreement (Sunpower Corp), Affiliation Agreement (Sunpower Corp), Rights Agreement (Sunpower Corp)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the shareholder services or corporate trust, stock transfer or other stockholder services trust business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or document or any further act on the part of any of the parties hereto; but only if , provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, Agreement any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Tempest Therapeutics, Inc.), Rights Agreement (Eagle Pharmaceuticals, Inc.), Rights Agreement (Kezar Life Sciences, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person entity succeeding to the corporate trust, stock transfer or other stockholder services business trust powers of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided that such Person entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If, at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case . If, at any time time, the name of the Rights Agent shall be changed changes and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall have not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement. The provisions of this Section 19 and Section 20 below shall survive the termination of this Agreement, the resignation, replacement or removal of the Rights Agent and the exercise, termination and the expiration of the Rights. In no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action (unless the Rights Agent has been found liable for such special, punitive, incidental, indirect or consequential loss or damage by a court of competent jurisdiction); and the Company agrees to indemnify the Rights Agent and to hold it harmless to the fullest extent permitted by law against any loss, liability or expense incurred as a result of claims for special, punitive, incidental, indirect or consequential loss or damages of any kind whatsoever provided in each case that such claims are not based on the gross negligence, bad faith or willful misconduct of the Rights Agent (each as determined by a final judgment of a court of competent jurisdiction).
Appears in 3 contracts
Samples: Rights Agreement (Ashford Inc), Rights Agreement (Hill International, Inc.), Rights Agreement (Ashford Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation, limited liability company or other entity into which the Rights Agent or any successor Rights Agent is merged may be merged, converted or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation, limited liability company or other entity resulting from any merger merger, conversion or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation, limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2021. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Solitron Devices Inc), Rights Agreement (Medcath Corp), Rights Agreement (Medcath Corp)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock share transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or of substantially all of the Rights Agent’s assets employed in the performance of this Agreement, or transfer or rights agent activities services generally, shall be deemed to be a merger merger, share exchange or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates Certificate so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the a predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (360 DigiTech, Inc.), Rights Agreement (360 DigiTech, Inc.), Rights Agreement
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper document or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall this Agreement will be deemed to be a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, Agreement any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Certificates Certificate so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates Certificate either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Spherix Inc), Rights Agreement (Spherix Inc), Rights Agreement (Spherix Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is merged or with which the Rights Agent or any successor Rights Agent is consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 3 contracts
Samples: Section 382 Rights Agreement (Lumen Technologies, Inc.), Section 382 Rights Agreement, Section 382 Rights Agreement (Centurylink, Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation, limited liability company or other entity into which the Rights Agent or any successor Rights Agent is merged may be merged, converted or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation, limited liability company or other entity resulting from any merger merger, conversion or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement Plan without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation, limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this AgreementPlan, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) Plan. In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this AgreementPlan.
Appears in 3 contracts
Samples: Tax Benefits Preservation Plan (XWELL, Inc.), Tax Benefits Preservation Plan (Tetra Technologies Inc), Tax Benefits Preservation Plan (Tetra Technologies Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation or limited liability company or other entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation or limited liability company or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation or limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Skullcandy, Inc.), Rights Agreement (Legacy Education Alliance, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Enzon Pharmaceuticals, Inc.), Section 382 Rights Agreement (Enzon Pharmaceuticals, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, stock transfer or other stockholder services corporate trust business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s 's assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Cambrex Corp), Rights Agreement (Cambrex Corp)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is merged or with which the Rights Agent or any successor Rights Agent is consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (IZEA Worldwide, Inc.), Rights Agreement
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s 's assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Church & Dwight Co Inc /De/), Rights Agreement (Alexion Pharmaceuticals Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (RR Donnelley & Sons Co), Rights Agreement (Essendant Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that the time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed changed, and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case case, at that time time, any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Southwest Airlines Co), Rights Agreement
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (A & B II, Inc.), Rights Agreement (Alexander & Baldwin Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) 19.1. Any Person corporation or limited liability company or other entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation or limited liability company or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation or limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) 19.2. In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Spok Holdings, Inc), Rights Agreement
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation or other entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or other entity succeeding to the corporate trust, stock transfer trust or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper document or any further act action on the part of any of the parties hereto; but only if provided, however, that such Person corporation or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of In the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case event that at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and and, in case the event that at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided provide in the Rights Right Certificates and in this Agreement.
(b) In case the event that at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case the event that at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Commercial Vehicle Group, Inc.), Rights Agreement (Metretek Technologies Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent it may be consolidated, or any successor Rights Agent is consolidatedotherwise combined, or any Person resulting from any merger merger, consolidation or consolidation combination to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services corporate trust business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , PROVIDED that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, Agreement any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Farmers & Merchants Bancorp), Rights Agreement (Farmers & Merchants Bancorp)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to all or substantially all the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if PROVIDED, HOWEVER, that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases cases, such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases cases, such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Consolidated Stores Corp /De/), Rights Agreement (Consolidated Stores Corp /De/)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person trust, corporation or other entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person trust, corporation or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, party or any Person trust, corporation or other entity succeeding to the corporate trust, stock transfer or other stockholder services trust business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Rights Agreement without the execution or filing of any paper or any further act action on the part of any of the parties hereto; but only if , provided that such Person trust, corporation or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Rights Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Biosource International Inc), Rights Agreement (Century Casinos Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is merged or with which the Rights Agent or any successor Rights Agent is consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases cases, such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases cases, such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Parks America, Inc), Rights Agreement
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareowner services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of or transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that the time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed changed, and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case case, at that time time, any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Mediabistro Inc.), Rights Agreement (Allscripts Healthcare Solutions, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed succeeds to the agency created by this Agreement, any of the Rights Certificates have has been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that the time any of the Rights Certificates have has not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed is changed, and at such time any of the Rights Certificates shall have has been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case case, at that time time, any of the Rights Certificates shall has not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Nordstrom Inc), Shareholder Rights Agreement
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case If, at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case . If, at any time time, the name of the Rights Agent shall be changed changes and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall have not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Merrimack Pharmaceuticals Inc), Section 382 Rights Agreement (Mitek Systems Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services shareholder service business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Restated Rights Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Restated Rights Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Restated Rights Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Restated Rights Agreement.
Appears in 1 contract
Samples: Shareholders’ Rights Agreement (United Maritime Corp)
Merger or Consolidation or Change of Name of Rights Agent. (a1) Any Person into which the Rights Agent or any successor Rights Agent is merged or with which the Rights Agent or any successor Rights Agent is consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b2) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Samples: Section 382 Rights Agreement (Lumen Technologies, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any corporation, limited liability company or other Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any corporation, limited liability company or other Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any corporation, limited liability company or other Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such corporation, limited liability company or other Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2021. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent (or any successor Rights Agent is Agent) may be merged or with which the Rights Agent or any successor Rights Agent is it may effect a share exchange, be consolidated, or any Person resulting from any merger merger, share exchange, or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or document or any further act on the part of any of the parties hereto; but only if provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights the predecessorRights Agent and deliver such Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and and, in all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and and, in all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation or limited liability company into which the Rights Agent 23 25 or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation or limited liability company resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , PROVIDED that such Person corporation or limited liability company would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2021. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if PROVIDED, HOWEVER, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s 's assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a any predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services service business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Rights Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Rights Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Rights Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Rights Agreement.
Appears in 1 contract
Samples: Stockholders Rights Agreement (Diana Shipping Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which whigh the Rights Agent or any successor suggessor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is consolidatedwhigh it may be gonsolidated, or any Person resulting from any merger or consolidation gonsolidation to which whigh the Rights Agent or any successor suggessor Rights Agent is shall be a party, or any Person succeeding suggeeding to the corporate trust, stock transfer or other stockholder services stogkholder serviges business of the Rights Agent or any successor suggessor Rights Agent, shall be the successor suggessor to the Rights Agent under this Agreement without the execution exegution or filing of any paper or any further act agt on the part of any of the parties hereto; but only if such , provided that sugh Person would be eligible for appointment as a successor suggessor Rights Agent under the provisions of Section 21 Segtion 22 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case xxxx at the time such successor sugh suggessor Rights Agent shall succeed suggeed to the agency created agengy greated by this Agreement, any of the Rights Certificates Certifigates shall have been countersigned gountersigned but not delivered, any such successor sugh suggessor Rights Agent may adopt the countersignature gountersignature of a predecessor the predegessor Rights Agent and deliver such sugh Rights Certificates Certifigates so countersignedgountersigned; and in case xxxx at that time any of the Rights Certificates Certifigates shall not have not been countersignedgountersigned, any successor suggessor Rights Agent may countersign such gountersign sugh Rights Certificates Certifigates either in the name of the predecessor predegessor or in the name of the successor suggessor Rights Agent; and in all such cases such sugh gases sugh Rights Certificates Certifigates shall have the full force forge provided in the Rights Certificates Certifigates and in this Agreement.
(b) . In case xxxx at any time the name of the Rights Agent shall be changed ghanged and at such sugh time any of the Rights Certificates Certifigates shall have been countersigned gountersigned but not delivered, the Rights Agent may adopt the countersignature gountersig- nature under its prior name and deliver Rights Certificates Certifigates so countersignedgountersigned; and in case xxxx at that time any of the Rights Certificates Certifigates shall not have been countersignedgountersigned, the Rights Agent may countersign such gountersign sugh Rights Certificates Certifigates either in its prior name or in its changed ghanged name; and in all such cases such sugh gases sugh Rights Certificates Certifigates shall have the full force forge provided in the Rights Certificates Certifigates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities activities, or a share exchange, shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Foot Locker, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s 's assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a any predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) 19.1 Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case If, at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case . If, at any time time, the name of the Rights Agent shall be changed changes and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall have not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.. IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4892-7248-5238v.2" ""
Appears in 1 contract
Samples: Section 382 Rights Agreement (LSB Industries, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person entity succeeding to the corporate trust, stock transfer or other stockholder services shareholder service business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided that such Person entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If, at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case . If, at any time time, the name of the Rights Agent shall be changed changes and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall have not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement. The provisions of Section 18, this Section 19 and Section 20 below shall survive the termination of this Agreement, the resignation, replacement or removal of the Rights Agent and the exercise, termination and the expiration of the Rights. In no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action; and the Company shall indemnify the Rights Agent and hold it harmless to the fullest extent permitted by law against any loss, liability or expense incurred as a result of third party claims for special, punitive, incidental, indirect or consequential loss or damages of any kind whatsoever.
Appears in 1 contract
Samples: Rights Agreement (Macerich Co)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that the time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed changed, and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case case, at that time time, any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Trecora Resources)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock share transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of this Agreement, or transfer or rights agent activities services generally, shall be deemed to be a merger merger, share exchange or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement (ChinaCache International Holdings Ltd.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, Agreement and any of the Class A Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Class A Rights Certificates so countersigned; and in case at that time any of the Class A Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Class A Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Class A Rights Certificates shall have the full force provided in the Class A Rights Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Class A Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver such Class A Rights Certificates so countersigned; and in case at that time any of the Class A Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Class A Rights Certificates either in its prior name or in its changed name; and in all such cases such Class A Rights Certificates shall have the full force provided in the Class A Rights Certificates and in this Agreement.
Appears in 1 contract
Samples: Class a Rights Agreement (Ben & Jerrys Homemade Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or converted or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger merger, conversion or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20Section 19. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation, partnership or similar entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation, partnership or similar entity succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if PROVIDED, HOWEVER, that such Person corporation, partnership or similar entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Source Media Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, stock transfer trust or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any either of the parties hereto; but only if provided, however, that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case if at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates KEY TECHNOLOGY, INC. PAGE 28 SECOND AMENDED AND RESTATED RIGHTS PLAN either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case If at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case if at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation, national or state banking association, limited liability company, general or limited partnership, trust or other business entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation, national or state banking association, limited liability company, general or limited partnership, trust or other business entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation, national or state banking association, limited liability company, general or limited partnership, trust or other business entity succeeding to the corporate trust, stock transfer or other stockholder services all or substantially all of the corporate trust business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation, national or state banking association, limited liability company, general or limited partnership, trust or other business entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the its name of the predecessor or in the name of as the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Oneok Inc /New/)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation or limited liability company or other entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation or limited liability company or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation or limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2021. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been US-DOCS\133785809.2| countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Kaltura Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person entity succeeding to the corporate trust, stock transfer or other stockholder services business trust powers of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided that such Person entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If, at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in . In all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case . If, at any time time, the name of the Rights Agent shall be changed changes and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall have not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement. In no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action and the Company agrees to indemnify the Rights Agent and to hold it harmless to the fullest extent permitted by law against any loss, liability or expense incurred as a result of claims for special, punitive, incidental, indirect or consequential loss or damages of any kind whatsoever provided in each case that such claims are not based on the gross negligence, bad faith or willful misconduct of the Rights Agent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction).
Appears in 1 contract
Samples: Rights Agreement (Ashford Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, Agreement and any of the Class B Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Class B Rights Certificates so countersigned; and in case at that time any of the Class B Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Class B Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Class B Rights Certificates shall have the full force provided in the Class B Rights Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Class B Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver such Class B Rights Certificates so countersigned; and in case at that time any of the Class B Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Class B Rights Certificates either in its prior name or in its changed name; and in all such cases such Class B Rights Certificates shall have the full force provided in the Class B Rights Certificates and in this Agreement.
Appears in 1 contract
Samples: Class B Rights Agreement (Ben & Jerrys Homemade Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Insperity, Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation or limited liability company or other entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation or limited liability company or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company or other entity succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation or limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2021. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Accuride Corp)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Rights Agreement without the execution or filing of any paper or any further act on the part of any of the parties heretoto this Rights Agreement; but only if provided, however, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Rights Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and and, in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Rights Agreement.
(ba) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Rights Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person entity succeeding to the corporate trust, stock transfer or other stockholder services business trust powers of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if hereto; provided that such Person entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If, at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in . In all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case . If, at any time time, the name of the Rights Agent shall be changed changes and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall have not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement. In no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action and the Company agrees to indemnify the Rights Agent and to hold it harmless to the fullest extent permitted by law against any loss, liability or expense incurred as a result of claims for special, punitive, incidental, indirect or consequential loss or damages of any kind whatsoever provided in each case that such claims are not based on the gross negligence, bad faith or willful misconduct of the Rights Agent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction).
Appears in 1 contract
Samples: Rights Agreement (Ashford Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation, limited liability company or other entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation, limited liability company or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation, limited liability company or other entity succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation, limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2021. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or document or any further act on the part of any of the parties hereto; but only if , provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities activities, or a share exchange, shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Immersion Corp)
Merger or Consolidation or Change of Name of Rights Agent.
(a) Any Person into which the Rights Agent or any successor Rights Agent is merged or with which the Rights Agent or any successor Rights Agent is consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, stock transfer or other stockholder services trust business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof22. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If at the time such successor Rights Agent shall succeed to the agency created by this Agreement, Agreement any of the Rights Right Certificates shall have been countersigned authenticated but not delivered, any such successor Rights Agent may adopt the countersignature authentication of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case authenticated, and, if at that time any of the Rights Right Certificates shall not have not been countersignedauthenticated, any successor Rights Agent may countersign authenticate such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case . If at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned authenticated but not delivered, the Rights Agent may adopt the countersignature authentication under its prior name and deliver Rights Right Certificates so countersignedauthenticated; and and, in case at that time any of the Rights Right Certificates shall not have been countersignedauthenticated, the Rights Agent may countersign authenticate such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Halliburton Co)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties heretoto this Agreement; but only if PROVIDED, HOWEVER, that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If at the time such successor Rights Agent shall succeed to the agency created by this Agreement, Agreement any of the Rights Class A Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Class A Right Certificates so countersigned; and in case at that time any of the Rights Class A Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Class A Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Class A Right Certificates shall have the full force provided in the Rights Class A Right Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Class A Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Class A Right Certificates so countersigned; and in case at that time any of the Rights Class A Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Class A Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Class A Right Certificates shall have the full force provided in the Rights Class A Right Certificates and in this Agreement.
Appears in 1 contract
Samples: Class a Share Rights Agreement (Rural Cellular Corp)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person entity succeeding to the stock transfer, corporate trust, stock transfer trust or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper document or any further act on the part of any of the parties hereto; but only if provided that such Person entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities activities, or a share exchange, shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person entity succeeding to the corporate trust, stock transfer or other stockholder services business trust powers of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if hereto; provided that such Person entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If, at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in . In all such cases cases, such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case . If, at any time time, the name of the Rights Agent shall be changed changes and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case . If, at that time time, any of the Rights Right Certificates shall have not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in . In all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement. In no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action and the Company agrees to indemnify the Rights Agent and to hold it harmless to the fullest extent permitted by law against any loss, liability or expense incurred as a result of claims for special, punitive, incidental, indirect or consequential loss or damages of any kind whatsoever provided in each case that such claims are not based on the gross negligence, bad faith or willful misconduct of the Rights Agent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction).
Appears in 1 contract
Samples: Rights Agreement (Ashford Inc.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services agency business of the Rights Agent or any successor Rights Agent, shall will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case If at the time such successor Rights Agent shall succeed succeeds to the agency created by this Agreement, Agreement any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case if at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall will have the full force provided in the Rights Right Certificates and in this Agreement.
(b) In case If at any time the name of the Rights Agent shall be changed changes and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case if at that time any of the Rights Right Certificates shall have not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall will have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation, limited liability company or other entity into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation, limited liability company or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement Plan without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation, limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2021. In case at the time such successor Rights Agent shall succeed to the agency created by this AgreementPlan, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) Plan. In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this AgreementPlan.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 4.4 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed succeeds to the agency created by this Agreement, Agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Certificates Certi- ficates so countersigned; and in case at that time any of the Rights Certificates Certifi- cates have not been countersigned, any successor Rights Agent may countersign counxxxxxgn such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall will have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Mellon Bank Corp)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareowner services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) . In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, however, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed succeeds to the agency created by this Agreement, any of the Rights Certificates have has been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that the time any of the Rights Certificates have has not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed is changed, and at such time any of the Rights Certificates shall have has been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case case, at that time time, any of the Rights Certificates shall has not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (Sandridge Energy Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder shareholder services business of the Rights Agent or any successor Rights Agent, shall will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof4.4. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 204.2. In case at the time such successor Rights Agent shall succeed succeeds to the agency created by this Agreement, Agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall will have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Samples: Stockholder Protection Rights Agreement (CBL & Associates Properties Inc)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is merged or with which the Rights Agent or any successor Rights Agent is consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof21. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case If at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case if at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case If at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case if at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services shareholder service business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Restated Rights Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if provided, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s 's assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Restated Rights Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Restated Rights Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Restated Rights Agreement.
Appears in 1 contract
Samples: Shareholders Rights Agreement (Seanergy Maritime Holdings Corp.)
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is merged or with which the Rights Agent or any successor Rights Agent is consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent is may be merged or converted or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person resulting from any merger merger, conversion or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2019. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
Appears in 1 contract
Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person corporation, limited liability company or other entity into which the Rights Agent or any successor Rights Agent is merged may be merged, converted or with which the Rights Agent or any successor Rights Agent is it may be consolidated, or any Person corporation, limited liability company or other entity resulting from any merger merger, conversion or consolidation to which the Rights Agent or any successor Rights Agent is shall be a party, or any Person corporation or limited liability company succeeding to the corporate trust, trust or stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement Plan without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if , provided that such Person corporation, limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 2021. In case at the time such successor Rights Agent shall succeed to the agency created by this AgreementPlan, any of the Rights Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a the predecessor Rights Agent and deliver such Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have not been countersigned, any successor Rights Agent may countersign such Rights Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this Agreement.
(b) Plan. In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Right Certificates so countersigned; and in case at that time any of the Rights Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Right Certificates either in its prior name or in its changed name; and in all such cases such Rights Right Certificates shall have the full force provided in the Rights Right Certificates and in this AgreementPlan.
Appears in 1 contract
