Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following: A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions to interested holders of Common Stock; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering. B. Date stamp each document relating to its duties hereunder when received; C. Receive and examine all documents submitted to it in connection with the exercise of rights under the Rights Offering for proper execution in accordance with the terms thereof. If Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants). D. Retain or return to any holders (as applicable) those Offering Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency; In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient; E. Accept Subscription Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted; F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate have been properly completed; G. Retain all subscriptions accepted and retain such documents pending further instructions from the Corporation; H. Return at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offering.
Appears in 6 contracts
Samples: Subscription and Information Agent Agreement (Second Sight Medical Products Inc), Subscription and Information Agent Agreement (Second Sight Medical Products Inc), Subscription and Information Agent Agreement (Zoom Telephonics, Inc.)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions to interested holders of Common Stock; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents submitted to it in connection with the exercise of rights under the Rights Offering for proper execution in accordance with the terms thereof. If Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return to any holders (as applicable) those Offering Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency; In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. Accept Subscription Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate have been properly completed;
G. Retain all subscriptions accepted and retain such documents pending further instructions from the Corporation;
H. Return at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and
I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed for Units pursuant to the Rights Offering.
Appears in 2 contracts
Samples: Subscription and Information Agent Agreement (Second Sight Medical Products Inc), Subscription and Information Agent Agreement (Second Sight Medical Products Inc)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions to interested holders of Common Stock; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;.
C. Receive and examine all documents submitted to it in connection with the exercise of rights under the Rights Offering for proper execution in accordance with the terms thereof. If Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return to any holders (as applicable) those Offering Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency; . In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;.
E. Accept Subscription Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;.
F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate have been properly completed;.
G. Retain all subscriptions accepted and retain such documents pending further instructions from the Corporation;.
H. Return at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and.
I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offering.
Appears in 2 contracts
Samples: Subscription and Information Agent Agreement (Accelerate Diagnostics, Inc), Subscription and Information Agent Agreement (Accelerate Diagnostics, Inc)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby xxxxxx agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates rights certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions subscription documents in the Mailing to interested holders of Common Stock; and provide periodic reports as requested to the Corporation Company as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive X. Xxxxxxx and examine all documents submitted to it the Agent in connection with the exercise of rights Subscription Rights under the Rights Offering for proper execution and confirm whether such documents are executed in accordance with the terms thereoftheir terms. If Common Stock applicable to underlying a subscription is Subscription Right are held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the CorporationCompany, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return Return to any holders (as applicable) those Offering Documents rights certificates evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiencyexecution; In provided, however, that in any instance where the Agent cannot reconcile such deficiencies, prior to returning the rights certificates, the Agent shall consult make reasonable attempts to inform such stockholder of the need to correct any such deficiency in accordance with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation Securities Transfer Association Guidelines and in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficientaccordance with Agent’s standard procedures in respect thereof;
E. Accept Subscription Certificates rights certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation Company record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Exchange Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore therefor are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate rights certificate have been properly completed;
G. Retain all subscriptions accepted and retain such related documents pending further instructions from the CorporationCompany;
H. Return at the CorporationCompany’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and
I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offeringexercised their Subscription Rights.
Appears in 2 contracts
Samples: Subscription Rights Offering and Information Agent Agreement (Lazydays Holdings, Inc.), Subscription Rights Offering and Information Agent Agreement (Lazydays Holdings, Inc.)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions to interested holders of Common Stock; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents submitted to it in connection with the exercise of rights under the Rights Offering for proper execution in accordance with the terms thereof. If Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return to any holders (as applicable) those Offering Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency; In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;; Document Number: 24784v5 Broadridge Confidential
E. Accept Subscription Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate have been properly completed;
G. Retain all subscriptions accepted and retain such documents pending further instructions from the Corporation;
H. Return at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and
I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offering.
Appears in 2 contracts
Samples: Subscription Agent Agreement (Mexico Equity & Income Fund Inc), Subscription and Information Agent Agreement (High Income Securities Fund)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates rights certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions subscription documents in the Mailing to interested holders of Common Stock; and provide periodic reports as requested to the Corporation Company as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;.
C. Receive and examine all documents submitted to it Agent in connection with the exercise of rights Subscription Rights under the Rights Offering for proper execution and confirm whether such documents are executed in accordance with the terms thereoftheir terms. If Common Stock applicable to underlying a subscription is Subscription Right are held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the CorporationCompany, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return Return to any holders (as applicable) those Offering Documents rights certificates evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiencyexecution; In provided, however, that in any instance where the Agent cannot reconcile such deficiencies, prior to returning the rights certificates, the Agent shall consult with the Corporation Company for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation Company in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. Accept Subscription Certificates rights certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation Company record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Exchange Medallion Program (“SEMP”), and (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore therefor are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate have been properly completedpayable;
G. Retain all subscriptions accepted and retain such related documents pending further instructions from the CorporationCompany;
H. Return at the CorporationCompany’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and
I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offeringexercised their Subscription Rights.
Appears in 1 contract
Samples: Subscription and Information Agent Agreement (Famous Daves of America Inc)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to to, perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders shareholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions to interested holders of Common Stock; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;.
C. Receive and examine all documents submitted to it in connection with the exercise of rights under the Rights Offering for proper execution in accordance with the terms thereof. If Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return to any holders (as applicable) those Offering Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency; In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder shareholder that its exercise is deficient;.
E. Accept Subscription Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;.
F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation record stockholder shareholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which that is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate have been properly completed;.
G. Retain all subscriptions accepted Subscription Certificates and other subscription documents and retain such documents pending further instructions from the Corporation;.
H. Return at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and.
I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offering.
Appears in 1 contract
Samples: Subscription and Information Agent Agreement (Pro Dex Inc)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates rights certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions subscription documents in the Mailing to interested holders of Common Stock; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents submitted to it Agent in connection with the exercise of rights Subscription Rights under the Rights Offering for proper execution and confirm whether such documents are executed in accordance with the terms thereoftheir terms. If Common Stock applicable to underlying a subscription is Subscription Right are held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return Return to any holders (as applicable) those Offering Documents rights certificates evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiencyexecution; In provided, however, that in any instance where the Agent cannot reconcile such deficiencies, prior to returning the rights certificates, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. Accept Subscription Certificates X. Xxxxxx rights certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate rights certificate have been properly completed;
G. Retain all subscriptions accepted and retain such related documents pending further instructions from the Corporation;
H. Return at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and
I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offeringexercised their Subscription Rights.
Appears in 1 contract
Samples: Subscription and Information Agent Agreement (DCB Financial Corp)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions to interested holders of Common Stock; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. Date date stamp each document relating to its duties hereunder when received;
C. Receive receive and examine all documents submitted to it in connection with the exercise of rights under the Rights Offering for proper execution in accordance with the terms thereof. If Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain retain or return to any holders (as applicable) those Offering Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency; In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. Accept accept Subscription Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate subscription certificate have been properly completed;
G. Retain retain all subscriptions accepted and retain such documents pending further instructions from the Corporation;
H. Return return at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and;
I. Maintain maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offering;.
Appears in 1 contract
Samples: Subscription and Information Agent Agreement (Zoom Telephonics, Inc.)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions to interested holders of Common Stock; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. Date date stamp each document relating to its duties hereunder when received;
C. Receive receive and examine all documents submitted to it in connection with the exercise of rights under the Rights Offering for proper execution in accordance with the terms thereof. If Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain retain or return to any holders (as applicable) those Offering Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency; In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. Accept accept Subscription Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate subscription certificate have been properly completed;
G. Retain retain all subscriptions accepted and retain such documents pending further instructions from the Corporation;
H. Return return at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and;
I. Maintain maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offering.;
Appears in 1 contract
Samples: Subscription and Information Agent Agreement (Zoom Telephonics, Inc.)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions to interested holders of Common Stock; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents submitted to it in connection with the exercise of rights under the Rights Offering for proper execution in accordance with the terms thereof. If Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return to any holders (as applicable) those Offering Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency; In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four one (241) hours business day after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. Accept Subscription Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate have been properly completed;
G. Retain all subscriptions accepted and retain such documents pending further instructions from the Corporation;
H. Return at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and
I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offering.
Appears in 1 contract
Samples: Subscription and Information Agent Agreement (Royal Bancshares of Pennsylvania Inc)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that the Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates subscription rights certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions subscription documents in the Mailing to interested holders of Common Stock; and provide periodic reports as requested to the Corporation Company as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents submitted to it the Agent in connection with the exercise of rights Subscription Rights under the Rights Offering for proper execution and confirm whether such documents are properly completed and executed in accordance with the terms thereoftheir terms. If the Common Stock applicable to underlying a subscription is Subscription Right are held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the CorporationCompany, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return Return to any holders (as applicable) those Offering Documents subscription rights certificates evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiencyexecution; In provided, however, that in any instance where the Agent cannot reconcile such deficiencies, prior to returning the subscription rights certificates, the Agent shall consult with the Corporation Company for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation Company in writing or email within twenty-four (24) hours after the Agent first requests such instructions, the Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. Accept Subscription Certificates X. Xxxxxx subscription rights certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions such documents and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation Company record stockholder holder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Exchange Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore therefor are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate rights certificate have been properly completed;
G. Retain all subscriptions accepted and retain such related documents pending further instructions from the CorporationCompany;
H. Return at the CorporationCompany’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and
I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offeringexercised their Subscription Rights.
Appears in 1 contract
Samples: Subscription and Information Agent Agreement (LGL Group Inc)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby hxxxxx agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates rights certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions subscription documents in the Mailing to interested holders of Common Stock; and provide periodic reports as requested to the Corporation Company as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents submitted to it Agent in connection with the exercise of rights Subscription Rights under the Rights Offering for proper execution and confirm whether such documents are executed in accordance with the terms thereoftheir terms. If Common Stock applicable to underlying a subscription is Subscription Right are held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the CorporationCompany, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return Return to any holders (as applicable) those Offering Documents rights certificates evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiencyexecution; In provided, however, that in any instance where the Agent cannot reconcile such deficiencies, prior to returning the rights certificates, the Agent shall consult make reasonable attempts to inform such stockholder of the need to correct any such deficiency in accordance with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation Securities Transfer Association Guidelines and in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;accordance with Agent’s standard procedures in respect thereof; Document Number: 24120v5
E. Accept Subscription Certificates rights certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation Company record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Exchange Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore therefor are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate rights certificate have been properly completed;
G. Retain all subscriptions accepted and retain such related documents pending further instructions from the CorporationCompany;
H. Return at the CorporationCompany’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and
I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offeringexercised their Subscription Rights.
Appears in 1 contract
Samples: Subscription and Rights Agent Agreement (High Income Securities Fund)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates rights certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; send subscription documents via e-mail to interested holders of Common Stock; enclose and re-mail the Subscriptions subscription documents in the Mailing to interested holders of Common Stock; and provide periodic reports as requested to the Corporation Company as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents submitted to it Agent in connection with the exercise of rights Subscription Rights under the Rights Offering for proper execution and confirm whether such documents are executed in accordance with the terms thereoftheir terms. If Common Stock applicable to underlying a subscription is Subscription Right are held by more than one record holder, the applicable Offering Documents documents exercising any such Subscription Right must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the CorporationCompany, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return Return to any holders (as applicable) those Offering Documents rights certificates evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiencyexecution; In provided, however, that in any instance where the Agent cannot reconcile such deficiencies, prior to returning the rights certificates, the Agent shall consult with the Corporation Company for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation Company in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. Accept Subscription Certificates rights certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation Company record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Exchange Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore therefor are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate rights certificate have been properly completed;
G. Retain all subscriptions accepted and retain such related documents pending further instructions from the CorporationCompany;
H. Return at the CorporationCompany’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and
I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offeringexercised their Subscription Rights.
Appears in 1 contract
Samples: Subscription and Information Agent Agreement (GOLUB CAPITAL BDC, Inc.)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders Eligible Holders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Rights Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock Eligible Holders and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions to interested holders of Common StockEligible Holders; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents submitted to it in connection with the exercise of rights under the Rights Offering for proper execution and confirm whether such documents are properly completed and executed in accordance with the terms thereof. If Common Stock or warrants to purchase Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).. Document Number: 24784v4 Broadridge Confidential
D. Retain or return to any holders (as applicable) those Offering Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency; . In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. Accept Subscription Rights Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock Units to be issued other than in the name that appears on the Corporation record stockholder list as Eligible Holder submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore therefor are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Rights Certificate have been properly completed;
G. Retain all subscriptions accepted and retain such documents pending further instructions from the Corporation;
H. Return at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock Units under the Rights Offering; and
I. Maintain on a continuing basis a list of holders of Common Stock Eligible Holders that have not yet subscribed pursuant to the Rights Offering.. Document Number: 24784v4 Broadridge Confidential
Appears in 1 contract
Samples: Subscription and Information Agent Agreement (SenesTech, Inc.)
Notification and Processing. The Exchange Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise exchange of Subscription Rights any shares of Rackwise Common Stock in connection with the Merger (except that Exchange Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights OfferingMerger); answer questions regarding the proper method of exercising Subscription Rightscompleting a Letter of Transmittal, including the completion of Subscription Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to the holders of Rackwise Common Stock and monitor the response to the Rights Offeringexchange; enclose and re-mail the Subscriptions Transaction Documents to interested holders of Rackwise Common Stock; and provide periodic reports as requested to the Corporation Company and/or Company as to the status of the Rights Offering.exchange;
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents each Rackwise Certificate, if applicable, submitted to it in connection with the exercise for exchange and each accompanying Letter of rights under the Rights Offering Transmittal for proper execution in accordance with the terms thereof. If Such examination shall include, but not be limited to, determination that the Record Stockholders List shall indicate no stop order has been issued against the shares of Rackwise Common Stock applicable to a subscription is held represented by the surrendered Rackwise Certificates by reason of loss, theft, destruction or other invalidity. If more than one person is the record holderholder of any such Rackwise Certificate, the applicable Offering Documents Letter of Transmittal must be signed by each such holder; if . If a holder or joint holders (registrants) hold more than one position in the CorporationCompany, as indicated by different accounts on the relevant record holder listRecord Stockholders List, then a separate, properly completed and executed subscriptions Letter of Transmittal must be submitted for each such position held by that or those joint holders (registrants).;
D. Retain or return to any holders (as applicable) those Offering Transaction Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency; . In any instance where the Exchange Agent cannot reconcile such deficienciesdiscrepancies by following such procedures, the Exchange Agent shall consult with the Corporation Company for instructions as to whether the number of shares of Rackwise Common Stock, if any, the Exchange Agent may is authorized to accept such exercise of Subscription Rightsfor exchange. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, the Exchange Agent is authorized not to accept any such exercise shares of Subscription Rights Rackwise Common Stock for exchange and shall notify return to the exercising stockholder that its exercise surrendering holder (at the Exchange Agent’s option by either first class mail under a blanket surety bond or insurance protecting the Exchange Agent and the Company from losses or liabilities arising out of the non-receipt of non-delivery of shares of Rackwise Common Stock or by registered mail insured separately for the value of such shares of Rackwise Common Stock) to such holder’s address as set forth in the Letter of Transmittal any Rackwise Certificates for shares of Rackwise Common Stock surrendered in connection therewith, the related Letters of Transmittal and any other documents received with such shares of Rackwise Common Stock. The Exchange Agent is deficient;not authorized to waive any deficiency in connection with the surrender, unless the Company provides written authorization to waive such deficiency.
E. Accept Subscription Certificates and other documents Letters of Transmittal signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions Letter of Transmittal and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions exchanges from persons alleging loss, theft or destruction of their Rackwise Certificates only upon the holder’s completion, including obtaining an open penalty bond protecting the Exchange Agent and the Company, of the Exchange Agent’s procedure for Common Stock the replacement of lost certificates. Proper completion of the Exchange Agent’s procedure for the replacement of lost certificates shall be determined solely by the Exchange Agent.
G. Accept exchanges for Rackwise Certificates to be issued other than in the name that appears on the Corporation record stockholder list Rackwise Certificates submitted for such subscriptionexchange, where (i) such Rackwise Certificates are duly endorsed or accompanied by appropriately signed stock powers, (ii) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMPStamp”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Exchange Medallion Program (“SEMP”), (iiiii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Exchange Agent, or it is established by the holder that no such taxes are due and payable and (iiiiv) the “Special Issuance Transfer or Payment Instructions” on in the Subscription Certificate Letter of Transmittal have been properly completed;
G. Retain H. Cancel, as Exchange Agent, all subscriptions Rackwise Certificates accepted for exchange and retain such documents Rackwise Certificates pending further instructions from the CorporationCompany;
H. I. Return at the Corporation’s Company request any and all necessary records, information and material concerning and representing unsubscribed un-exchanged shares of Rackwise Common Stock under the Rights Offering; andStock;
I. J. Maintain on a continuing basis a list of holders of shares of Rackwise Common Stock that have not yet subscribed pursuant to the Rights Offeringexchanged their Rackwise Certificates; and
K. Those other matters included on Exhibit B hereto.
Appears in 1 contract
Samples: Exchange Agent Agreement (Visual Network Design, Inc.)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates rights certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions subscription documents in the Mailing to interested holders of Common Stock; and provide periodic reports as requested to the Corporation Company as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents submitted to it Agent in connection with the exercise of rights Subscription Rights under the Rights Offering for proper execution and confirm whether such documents are executed in accordance with the terms thereoftheir terms. If Common Stock applicable to underlying a subscription is Subscription Right are held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the CorporationCompany, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return Return to any holders (as applicable) those Offering Documents rights certificates evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiencyexecution; In provided, however, that in any instance where the Agent cannot reconcile such deficiencies, prior to returning the rights certificates, the Agent shall consult with the Corporation Company for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation Company in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. Accept Subscription Certificates rights certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock to be issued other than in the name that appears on the Corporation Company record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Exchange Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore therefor are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate rights certificate have been properly completed;
G. Retain all subscriptions accepted and retain such related documents pending further instructions from the CorporationCompany;
H. Return at the CorporationCompany’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and
I. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offeringexercised their Subscription Rights.
Appears in 1 contract
Samples: Subscription and Information Agent Agreement (Vicon Industries Inc /Ny/)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency completion of the consideration or Letters of Transmittal in connection with the tax implications of the Rights Offering)Offer; answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates enclose and other mail all necessary documents related to the Rights OfferingNet Perceptions Shareholders; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock Net Perceptions Shareholders and monitor the response of Net Perceptions Shareholders to the Rights Offering; enclose and re-mail the Subscriptions to interested holders exchange of Common StockNet Perceptions Shares; and provide periodic daily telephonic or electronic reports as requested to the Corporation Company as to the status of the Rights Offering.exchange, including the number of shares which have been tendered, stating separately the number of shares tendered by Guarantees of Delivery, the number of shares about which the Agent has questions concerning validity, and the cumulative number of shares tendered through the time of such report;
B. Date date stamp each document relating to its duties hereunder when receivedreceived and preserve such documents until otherwise instructed by the Company;
C. Receive receive and examine all Certificates submitted for exchange and the accompanying Letters of Transmittal and other documents submitted delivered or mailed to it the Agent in connection with the exercise tenders of rights under the Rights Offering for proper execution Net Perceptions Shares to ascertain whether they are completed and executed in accordance with the terms thereofinstructions set forth in the Letter of Transmittal. If Common Stock applicable to a subscription is held by more than one person is the record holderholder of any such Certificate, the applicable Offering Documents Letter of Transmittal must be signed by each such holder; if Net Perceptions Shareholder of record. If a holder Net Perceptions Shareholder or joint holders Net Perceptions Shareholders (registrants) hold more than one position in the CorporationNet Perceptions, as indicated by different accounts on the relevant record holder listShareholder List, then a separate, properly completed and executed subscriptions Letter of Transmittal must be submitted for each such position held by that or those joint holders (registrants).Net Perceptions Shareholders;
D. Retain retain or return to any holders Net Perceptions Shareholders (as applicable) those Offering Documents documents evidencing some deficiency in execution and make reasonable attempts to inform such holders Net Perceptions Shareholders of the need to correct any such deficiency; In . Determination of all questions as to the validity, form, eligibility (including timeliness of receipt) and acceptance of any instance where Net Perceptions Shares tendered or delivered shall be made by the Agent canon behalf of the Company in the first instance, but final decisions on all such matters shall be made by the Company. The Company will reserve in the Offer the absolute right to reject any or all tenders of any particular Net Perceptions Shares not reconcile such deficienciesin appropriate form or the acceptance of which would, in the Agent shall consult with opinion of the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructionsCompany's counsel, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;be unlawful.
E. Accept Subscription Certificates and other documents accept Letters of Transmittal signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions Letter of Transmittal and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock instruct persons alleging loss, theft or destruction of their Certificates to be issued other than in contact the name that appears on the Corporation record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock Net Perceptions transfer taxes are paid and proof of such payment is submitted or funds therefore are provided agent to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate have been properly completedobtain replacement certificates;
G. Retain promptly return Net Perceptions Shares to, or in accordance with the instruction of, any tendering Net Perceptions Stockholder desiring to withdraw his shares under the terms set forth in the Offer. Such Net Perceptions Shares shall no longer be considered validly tendered. All questions as to the form and validity of notices of withdrawal, including timeliness of receipt, shall be determined by the Company, whose determination shall be final and binding.
H. upon the Company's acceptance for exchange of the tendered Net Perceptions Shares, promptly deliver, in accordance with the instructions in the Letter of Transmittal and this Agreement, the applicable shares of the Company's common stock and payment in lieu of fractional shares as set forth in Section 3 above with respect to the Certificates so tendered, by first class mail;
I. cancel all subscriptions Certificates accepted for exchange and retain promptly deliver such documents pending further cancelled Certificates to the Company;
J. if, pursuant to the provisions of the Letter of Transmittal, fewer than all the Net Perceptions Shares evidenced by any certificate submitted are to be tendered, promptly after the Expiration Date, return or cause to be returned a new certificate for the remainder of Shares not being tendered to, or in accordance with the instruction of, each of such stockholders who has made a partial tender of Shares deposited with the Agent;
K. if, pursuant to the Offer, the Company does not accept the tendered shares for exchange, then pursuant to instructions from the CorporationCompany, return the certificates for such Shares to, or in accordance with the instructions of, the persons who deposited the same, together with a letter of notice, in form satisfactory to the Company, explaining why the deposited Shares are being returned, and return to the Company any surplus funds deposited by the Company;
H. Return L. upon request of the Company in writing, prepare and file with the appropriate governmental agency and applicable Net Perceptions Shareholder all appropriate tax information forms relating to any distributions made by the Agent pursuant to this Agreement to any Net Perceptions Shareholder during each calendar year, or any portion thereof, during which the Agent performs services hereunder;
M. return at the Corporation’s Company's request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; andun-exchanged Net Perceptions Shares;
I. Maintain N. maintain on a continuing basis a list of holders of Common Stock Net Perceptions Shares that have not yet subscribed exchanged their Certificates;
O. establish an account (the "Book-Entry Account") for purposes of the Offer at The Depository Trust Company (the "Book-Entry Transfer Facility"), within two business days after the date of this Agreement. Maintain the Book-Entry Account until all Shares tendered pursuant to the Rights OfferingOffer shall have been accepted for exchange or returned; and
P. those other matters included on Exhibit B hereto.
Appears in 1 contract
Samples: Exchange Agent Agreement (Obsidian Enterprises Inc)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. a. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Rights Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions subscription documents in the Mailing to interested holders of Common Stock; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. b. Date stamp each document relating to its duties hereunder when received;
C. c. Receive and examine all documents submitted to it Agent in connection with the exercise of rights Subscription Rights under the Rights Offering for proper execution and confirm whether such documents are executed in accordance with the terms thereoftheir terms. If Common Stock applicable to a subscription Subscription Right is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return d. Return to any holders (as applicable) those Offering Documents Rights Certificates evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiencyexecution; In provided, however, that in any instance where the Agent cannot reconcile such deficiencies, prior to returning the Rights Certificates, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. e. Accept Subscription Rights Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submittedsubmitted or a signature medallion guarantee described in Section 3(f) is obtained;
F. f. Accept subscriptions for Common Stock Basic Subscription Rights to be issued other than in the name that appears on the Corporation record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Rights Certificate have been properly completed;
G. g. Retain all subscriptions accepted and retain such related documents pending further instructions from the Corporation;
H. h. Return at the Corporation’s request any and all necessary records, copies of information and material concerning and representing unsubscribed Common Stock Basic Subscription Rights under the Rights Offering; and
I. i. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offeringexercised their Subscription Rights.
Appears in 1 contract
Samples: Subscription, Escrow, and Information Agent Agreement (Rave Restaurant Group, Inc.)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. a. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Rights Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions subscription documents in the Mailing to interested holders of Common Stock; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. b. Date stamp each document relating to its duties hereunder when received;
C. c. Receive and examine all documents submitted to it Agent in connection with the exercise of rights Subscription Rights under the Rights Offering for proper execution and confirm whether such documents are executed in accordance with the terms thereoftheir terms. If Common Stock applicable to a subscription Subscription Right is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return d. Return to any holders (as applicable) those Offering Documents Rights Certificates evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiencyexecution; In provided, however, that in any instance where the Agent cannot reconcile such deficiencies, prior to returning the Rights Certificates, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. e. Accept Subscription Rights Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submittedsubmitted or a signature medallion guarantee described in Section 3(f) is obtained;
F. f. Accept subscriptions for Common Stock Convertible Notes to be issued other than in the name that appears on the Corporation record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“"STAMP”"), the New York Stock Exchange, Inc. Medallion Signature Program (“"MSP”"), or The Stock Exchanges Medallion Program (“"SEMP”"), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “"Special Issuance Instructions” " on the Subscription Rights Certificate have been properly completed;
G. g. Retain all subscriptions accepted and retain such related documents pending further instructions from the Corporation;
H. h. Return at the Corporation’s 's request any and all necessary records, copies of information and material concerning and representing unsubscribed Common Stock Convertible Notes under the Rights Offering; and
I. i. Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed pursuant to the Rights Offeringexercised their Subscription Rights.
Appears in 1 contract
Samples: Subscription, Escrow, and Information Agent Agreement (Rave Restaurant Group, Inc.)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders Eligible Holders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Rights Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock Eligible Holders and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions to interested holders of Common StockEligible Holders; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents submitted to it in connection with the exercise of rights under the Rights Offering for proper execution and confirm whether such documents are properly completed and executed in accordance with the terms thereof. If Common Stock or warrants to purchase Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return to any holders (as applicable) those Offering Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency; . In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. Accept Subscription Rights Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Stock Units to be issued other than in the name that appears on the Corporation record stockholder list as Eligible Holder submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Medallion Program (“SEMP”)Guarantee, (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore therefor are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Rights Certificate have been properly completed;
G. Retain all subscriptions accepted and retain such documents pending further instructions from the Corporation;
H. Return at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock Units under the Rights Offering; and
I. Maintain on a continuing basis a list of holders of Common Stock Eligible Holders that have not yet subscribed pursuant to the Rights Offering.
Appears in 1 contract
Samples: Subscription and Information Agent Agreement (Growlife, Inc.)
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders and holders of transferred Subscription Rights for information relative to the exercise of Subscription Rights (except that the Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates rights certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to stockholders and holders of Common Stock transferred Subscription Rights and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions subscription documents in the Mailing to interested stockholders and holders of Common Stocktransferred Subscription Rights; and provide periodic reports as requested to the Corporation Company as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents submitted to it the Agent in connection with the exercise of rights Subscription Rights under the Rights Offering for proper execution and confirm whether such documents are executed in accordance with the terms thereoftheir terms. If Common Stock applicable to underlying a subscription Subscription Right is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the CorporationCompany, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return Return to any holders (as applicable) those Offering Documents rights certificates evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct and, if applicable, any such Transfer Documentation (as defined below) evidencing some deficiency; In provided, however, that in any instance where the Agent cannot reconcile such deficiencies, prior to returning the rights certificates (and if applicable Transfer Documentation), the Agent shall consult with the Corporation Company for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation Company in writing or email within twenty-four (24) hours after the Agent first requests such instructions, the Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder (or purported transferee) that its exercise is deficient;
E. Accept Subscription Certificates rights certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;
F. Accept subscriptions for Common Preferred Stock to be issued other than in the name that (a) appears on the Corporation Company record stockholder list submitted for such subscriptionsubscription or (b) is the name of the person to whom the respective right was transferred, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or The Stock Exchanges Exchange Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore therefor are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription Certificate rights certificate have been properly completedcompleted (collectively, the “Exercise Transfer Documentation”);
G. Receive and examine all documents submitted to the Agent in connection with the transfer of Subscription Rights under the Rights Offering and confirm that (i) such documents are executed in accordance with their terms, (ii) the transferor’s signature thereon is guaranteed by a financial institution which is a participant in STAMP, MSP, or SEMP, (ii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefor are provided to the Agent, or it is established by the holder that no such taxes are due and payable and (iii) the “Transfer of Rights” on the rights certificate have been properly completed (collectively, the “Rights Transfer Documentation”, and together with the Exercise Transfer Documentation, the “Transfer Documentation”).
H. Upon receipt of Transfer Documentation in proper form, the Agent shall mail or deliver a copy of the Offering Documents to the transferee.
I. Notify the Company when a request has been submitted by a holder in accordance with the Offering Documents to (i) divide a rights certificate into two or more rights certificates representing, in the aggregate, Subscription Rights exercisable for the number of shares of Preferred Stock issuable upon exercise of the original rights certificate, (ii) issue a new rights certificate in the name of a transferee (after receipt of Rights Transfer Documentation in proper form) or (iii) issue a new rights certificate for the unexercised Subscription Rights when such Subscription Rights are exercised, in part and not in full; and upon receipt from the Company of the requested newly issued rights certificates, to mail them in accordance with such request as submitted by the holder;
J. Retain all subscriptions accepted and retain such related documents pending further instructions from the CorporationCompany;
H. K. Return at the CorporationCompany’s request any and all necessary records, information and material concerning and representing unsubscribed Common Preferred Stock under the Rights Offering; and
I. L. Maintain on a continuing basis a list of stockholders and holders of Common Stock transferred Subscription Rights that have not yet subscribed pursuant to the Rights Offeringexercised their Subscription Rights.
Appears in 1 contract
Samples: Subscription and Information Agent Agreement (Sevcon, Inc.)
