Common use of New Certificates and Uncertificated Shares After Record Date Clause in Contracts

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan between TETRA Technologies, Inc. (the “Company”) and Computershare Trust Company, N.A., as Rights Agent, dated as of February 28, 2023, as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 2 contracts

Samples: Tax Benefits Preservation Plan (Tetra Technologies Inc), Tax Benefits Preservation Plan (Tetra Technologies Inc)

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New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan an Agreement between TETRA Technologies, Inc. MedCath Corporation (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28June 15, 20232011, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 2 contracts

Samples: Rights Agreement (Medcath Corp), Rights Agreement (Medcath Corp)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan between TETRA TechnologiesXxxXxxxx.xxx, Inc. (the “Company”) and Computershare Trust Company, N.A., as Rights Agent, dated as of February 28April 5, 20232024, as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 2 contracts

Samples: Tax Benefits Preservation Plan (CarParts.com, Inc.), Tax Benefits Preservation Plan (CarParts.com, Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan an Agreement between TETRA Technologies, Inc. Nabi Biopharmaceuticals (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28August 25, 20232011, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 2 contracts

Samples: Rights Agreement (Nabi Biopharmaceuticals), Rights Agreement (Nabi Biopharmaceuticals)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA Technologies, Inc. Accuride Corporation (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28November 9, 20232011, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 2 contracts

Samples: Rights Agreement (Accuride Corp), Rights Agreement (Accuride Corp)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA Technologies, Inc. Cubic Corporation (the “Company”) and Computershare Trust CompanyBroadridge Corporate Issuer Solutions, N.A.Inc., as Rights Agent, dated as of February 28September 20, 20232020, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 2 contracts

Samples: Rights Agreement (Cubic Corp /De/), Rights Agreement

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA Technologiesbebe stores, Inc. inc. (the “Company”) and Computershare Trust Company, N.A., as Rights Agent (or any successor Rights Agent), dated as of February 28January 12, 2023, 2018 as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 2 contracts

Samples: Tax Benefit Preservation Plan (Bebe Stores, Inc.), Debt Conversion and Purchase and Sale Agreement (B. Riley Financial, Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA Technologies, Inc. Mentor Graphics Corporation (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28June 24, 20232010, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 2 contracts

Samples: Rights Agreement (Mentor Graphics Corp), Rights Agreement (Mentor Graphics Corp)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan between TETRA TechnologiesXWELL, Inc. (the “Company”) and Computershare Equiniti Trust Company, N.A.LLC, as Rights Agent, dated as of February 28August 16, 20232024, as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefits Preservation Plan (XWELL, Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock or otherwise) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesSpok Holdings, Inc. (the “Company”) and Computershare Trust Company, N.A., or any successor rights agent, as Rights Agent, dated as of February 28September 2, 20232021, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA TechnologiesModusLink Global Solutions, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28October 17, 2023, 2011 as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (ModusLink Global Solutions Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA Technologies, Inc. Viad Corp (the “Company”) and Computershare Equiniti Trust Company, N.A., as Rights Agent, dated as of February 28March 30, 20232020, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Viad Corp)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA TechnologiesLeap Wireless International, Inc. (the “Company”) and Computershare Trust Company, N.A.Mellon Investor Services LLC, as Rights Agent, dated as of February 28August 30, 20232011, as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Leap Wireless International Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan an Agreement between TETRA TechnologiesMRV Communications, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28January 26, 20232016, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (MRV Communications Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock (including upon conversion of the Series A Preferred), disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, -7- printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA TechnologiesUpland Software, Inc. (the “Company”) and Computershare Trust CompanyBroadridge Corporate Issuer Solutions, N.A.LLC, as Rights Agent, dated as of February 28May 2, 2023, 2023 (as the same may be amended from time to time (time, the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights. Notwithstanding anything to the contrary contained in this Plan, shares of Common Stock, shares of Series A Preferred and Series B Preferred and Rights (and any securities issuable on their exercise) may be issued, evidenced and transferred by book-entry and not represented by physical certificates. Where shares of Common Stock, shares of Series A Preferred and Series B Preferred and Rights (and any securities issuable on their exercise) are held in uncertificated form, they shall be held subject to the terms and conditions of this Plan applicable to certificated shares or Rights, and the Company and the Rights Agent shall cooperate in all respects to give effect to the intent of the provisions contained herein.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Upland Software, Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA TechnologiesRentech, Inc. (the “Company”) and Computershare Trust Company, N.A., as Rights Agent, dated as of February 28August 5, 2023, 2011 as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that which are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Rentech Inc /Co/)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesLegacy Education Alliance, Inc. (the “Company”) and Computershare Trust CompanyVstock Transfer, N.A.LLC, as Rights AgentAgent (or any successor rights agent), dated as of February 2816, 20232017, as the same may be amended or supplemented from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights will (as defined in the Agreement) may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As Under certain circumstances as described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Legacy Education Alliance, Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan between TETRA Technologies, Tidewater Inc. (the “Company”) and Computershare Trust Company, N.A., and any successor rights thereto, as Rights Agent, dated as of February 28April 13, 20232020, as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefits Preservation Plan (Tidewater Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA Technologies, Maxar Technologies Inc. (the “Company”) and Computershare Trust Company, N.A., as Rights Agent, dated as of February 28May 13, 2023, 2019 as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Maxar Technologies Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which Shares that become outstanding (whether upon issuance out of authorized but unissued Common Shares, disposition out of treasury or transfer or exchange of outstanding Common Shares) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA Technologies, Inc. Xyratex Ltd (the “Company”) and Computershare Trust Company, N.A., as Rights Agent, dated as of February 28December 17, 20232012, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock Shares represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Common Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the such Common Stock represented therebyShares. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock Shares that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Xyratex LTD)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock or otherwise) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA Technologies, Inc. Xxxx’x Corporation (the “Company”) and Computershare Equiniti Trust Company, N.A., as Rights Agent, dated as of February 283, 20232022, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (KOHLS Corp)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which Shares and Series B Preferred Shares that become outstanding (whether upon issuance out of authorized but unissued Common Shares or Series B Preferred Shares, disposition out of treasury or transfer or exchange of issued and outstanding Common Shares or Series B Preferred Shares) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan the Amended and Restated Rights Agreement between TETRA Technologies, Inc. Sinovac Biotech Ltd. (the “Company”) and Computershare Trust Pacific Stock Transfer Company, N.A., as Rights Agent, dated as of February 2822, 20232019, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock Shares or Series B Preferred Shares represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the such Common Stock represented therebyShares or Series B Preferred Shares. In the event that the Company purchases or otherwise acquires any Common Stock Shares or Series B Preferred Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares or Series B Preferred Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock Shares or Series B Preferred Shares that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Sinovac Biotech LTD)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan an Agreement between TETRA Access Integrated Technologies, Inc. (the "Company") and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28August 10, 20232009, as the same may be amended from time to time (the “Plan”"Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA Technologies, Inc. Entercom Communications Corp. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28April 20, 20232020, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Entercom Communications Corp)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesDigital Generation, Inc. (the “Company”) and Computershare Trust Company, N.A.Shareowner Services LLC, as Rights Agent, dated as of February 28September 5, 20232012, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereofthereof to any holder of the Rights, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Digital Generation, Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan an Agreement between TETRA TechnologiesSolitron Devices, Inc. (the “Company”) and Computershare Continental Stock Transfer & Trust Company, N.A., as Rights Agent, dated as of February 28May 12, 20232017, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Solitron Devices Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a the Amended and Restated Tax Benefits Benefit Preservation Plan between TETRA TechnologiesExtreme Networks, Inc. (the “Company”) and Computershare Trust Company, N.A.Inc. (or any successor thereto), as Rights Agent, dated as of February 28May 17, 2023, 2021 as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Extreme Networks Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA Technologies, Inc. Accuride Corporation (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28October 10, 20232016, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Accuride Corp)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesCodexis, Inc. (the “Company”) and Computershare Trust CompanyXxxxx Fargo Bank, N.A., as Rights Agent, dated as of February 28September 3, 20232012, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Codexis Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA Technologies, Safeway Inc. (the “Company”) and Computershare Trust Company, N.A., as Rights Agent, dated as of February 28September 17, 20232013, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such a legend in substantially similar form shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Safeway Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA Technologies, The New Home Company Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, a New York limited liability trust company, as Rights Agent, dated as of February 28May 8, 20232020, as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (New Home Co Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which Shares that become outstanding (whether upon issuance out of authorized but unissued Common Shares, disposition out of treasury or transfer or exchange of issued and outstanding Common Shares) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA Technologies, Inc. Sinovac Biotech Ltd. (the “Company”) and Computershare Trust Pacific Stock Transfer Company, N.A., as Rights Agent, dated as of February March 28, 20232016, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock Shares represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the such Common Stock represented therebyShares. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock Shares that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Sinovac Biotech LTD)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA Technologies, Inc. AMERICAN AIRLINES GROUP INC. (the “Company”) and Computershare Trust CompanyAMERICAN STOCK TRANSFER & TRUST COMPANY, N.A.LLC, as Rights Agent, dated as of February 28December 21, 2023, 2021 as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (American Airlines Group Inc.)

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New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock or otherwise) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesDesktop Metal, Inc. (the “Company”) and Computershare Continental Stock Transfer & Trust Company, N.A., as Rights Agent, dated as of February 28May 26, 2023, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Desktop Metal, Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA TechnologiesTranscept Pharmaceuticals, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28September 13, 2023, 2013 as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Transcept Pharmaceuticals Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock or otherwise) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesThe Container Store Group, Inc. (the “Company”) and Computershare Equiniti Trust Company, N.A.LLC, as Rights Agent, dated as of February 28October 8, 20232024, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Container Store Group, Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between Xxxxxxxx Resources, Inc., a Tax Benefits Preservation Plan between TETRA Technologies, Inc. Nevada corporation (the “Company”) ), and Computershare American Stock Transfer & Trust Company, N.A.LLC, a stock transfer agent, as Rights Agent, dated as of February 28October 1, 20232015, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Comstock Resources Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock or otherwise) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesDesktop Metal, Inc. (the “Company”) and Computershare Continental Stock Transfer & Trust Company, N.A., as Rights Agent, dated as of February 28May [●], 2023, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Merger Agreement (Stratasys Ltd.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesAllergan, Inc. (the “Company”) and Computershare Trust CompanyXxxxx Fargo Bank, N.A., as Rights Agent, dated as of February 28April 22, 20232014, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Allergan Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA TechnologiesLeap Wireless International, Inc. (the “Company”) and Computershare Trust Company, N.A.Mellon Investor Services LLC, as Rights Agent, dated as of February 28September 13, 20232010, as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Leap Wireless International Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock or otherwise) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesKaltura, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28August 7, 20232022, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Kaltura Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA Technologies, Inc. Scio Diamond Technology Corporation (the “Company”) and Computershare Trust Company, N.A.Empire Stock Transfer Inc., as Rights Agent, dated as of February 28April 15, 20232014, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Scio Diamond Technology Corp)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesSkullcandy, Inc. (the “Company”) and Computershare Trust Company, N.A., as Rights AgentAgent (or any successor rights agent), dated as of February 28June 27, 20232016, as the same may be amended or supplemented from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights will (as defined in the Agreement) may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As Under certain circumstances as described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Skullcandy, Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between Xxxxxxx Energy Corporation, a Tax Benefits Preservation Plan between TETRA Technologies, Inc. Delaware corporation (the “Company”) ), and Computershare Continental Stock Transfer & Trust Company, N.A.a stock transfer agent, as Rights Agent, dated as of February July 28, 20232015, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Sanchez Energy Corp)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA TechnologiesUS Airways Group, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 2813, 20232013, as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Us Airways Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between Warrior Met Coal, Inc., a Tax Benefits Preservation Plan between TETRA Technologies, Inc. Delaware corporation (the “Company”) ), and Computershare Trust Company, N.A., as Rights AgentAgent (or any successor rights agent thereunder), dated as of February 2814, 20232020, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as such terms are defined in the PlanAgreement) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Warrior Met Coal, Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesThe Wet Seal, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28August 21, 20232012, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Wet Seal Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Equity Stock which become outstanding (whether upon issuance out of authorized but unissued Equity Stock, disposition out of treasury or transfer or exchange of outstanding Equity Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA Technologies, USEC Inc. (the “Company”) and Computershare Trust Company, N.A.Mellon Investor Services LLC, as Rights Agent, dated as of February 28September 29, 20232011, as the same may be amended from time to time (the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Equity Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Equity Stock represented thereby. In the event that the Company purchases or acquires any Common Equity Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Equity Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Equity Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Usec Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock or otherwise) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesSpok Holdings, Inc. (the “Company”) and Computershare Trust Company, N.A., or any successor rights agent, as Rights Agent, dated as of February 28September 2, 20232021, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (Spok Holdings, Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest earlier of (x) the Distribution Date or (y) the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Tax-Free Spin Protection Plan between TETRA TechnologiesSouthwest Gas Holdings, Inc. (the “Company”) and Computershare Equiniti Trust Company, N.A.LLC, as Rights Agent, dated as of February 28November 5, 2023, 2023 (as the same may be amended from time to time (time, the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights. Notwithstanding anything to the contrary contained in this Plan, shares of Common Stock, shares of Series A Preferred and Rights (and any securities issuable on their exercise) may be issued, evidenced and transferred by book-entry and not represented by physical certificates. Where shares of Common Stock, shares of Series A Preferred and Rights (and any securities issuable on their exercise) are held in uncertificated form, they shall be held subject to the terms and conditions of this Plan applicable to certificated shares or Rights, and the Company and the Rights Agent shall cooperate in all respects to give effect to the intent of the provisions contained herein.

Appears in 1 contract

Samples: Tax Free Spin Protection Plan (Southwest Gas Holdings, Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesModusLink Global Solutions, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, as Rights Agent, dated as of February 28March 21, 20232012, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (ModusLink Global Solutions Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan an REIT Status Protection Rights Agreement between TETRA Technologies, Inc. Iron Mountain Incorporated (the “Company”) and Computershare Trust Company, N.A.Inc., as Rights Agent, dated as of February 28December 9, 20232013, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates Related Parties thereof (each, as defined in the PlanAgreement) and their transferees shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Reit Status Protection Rights Agreement (Iron Mountain Inc)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock (including upon conversion of the Series A Preferred), disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Benefit Preservation Plan between TETRA TechnologiesUpland Software, Inc. (the “Company”) and Computershare Trust CompanyBroadridge Corporate Issuer Solutions, N.A.LLC, as Rights Agent, dated as of February 28June 5, 2023, 2024 (as the same may be amended from time to time (time, the -8- “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the Plan) and their transferees or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.33.2, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights. Notwithstanding anything to the contrary contained in this Plan, shares of Common Stock, shares of Series A Preferred and Series B Preferred and Rights (and any securities issuable on their exercise) may be issued, evidenced and transferred by book-entry and not represented by physical certificates. Where shares of Common Stock, shares of Series A Preferred and Series B Preferred and Rights (and any securities issuable on their exercise) are held in uncertificated form, they shall be held subject to the terms and conditions of this Plan applicable to certificated shares or Rights, and the Company and the Rights Agent shall cooperate in all respects to give effect to the intent of the provisions contained herein.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Upland Software, Inc.)

New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock or otherwise) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan Rights Agreement between TETRA TechnologiesAN2 Therapeutics, Inc. (the “Company”) and Computershare Equiniti Trust Company, N.A.LLC, as Rights Agent, dated as of February 28August 15, 20232024, as the same may be amended from time to time (the “PlanAgreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the PlanAgreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan Agreement without charge after receipt of a written request therefor. As described in the PlanAgreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (each, as defined in the PlanAgreement) and their transferees or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates and or the Book Entry Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3.3, neither the omission of the legendlegend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan Agreement or the rights of any holder of the Rights.

Appears in 1 contract

Samples: Rights Agreement (AN2 Therapeutics, Inc.)

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