Preferred Share Purchase Rights. (a) In accordance with Section 24.1 of that certain Amended and Restated Shareholders Rights Agreement dated as of July 23, 1997, as amended and in effect on the Effective Date, between the Company and The First National Bank of Boston, as Rights Agent (the "Company Rights Plan"), as of the Effective Date, each one-half outstanding preferred stock purchase right of the Company ("Company Purchase Right") shall be converted into one preferred stock purchase right of Holding issued under the Holding Rights Plan.
Preferred Share Purchase Rights. (a) In accordance with Section 24(a) of that certain Preferred Stock Rights Agreement dated as of August 15, 2003, as amended and in effect on the Effective Date, between the Company and National City Bank, as Rights Agent (the “Company Rights Agreement”), as of the Effective Date, each outstanding preferred stock purchase right of the Company (“Company Right”) shall be converted into one preferred stock purchase right of Holdings issued under the Holdings Rights Agreement (as defined below).
Preferred Share Purchase Rights. At the Effective Time, all the Preferred Share Purchase Rights (“Preferred Share Rights”) that have been issued under the Amended and Restated Rights Agreement, dated as of December 20, 2011, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended (including to substitute Computershare Inc., as successor Rights Agent) (the “Rights Agreement”), will be cancelled and will cease to exist, and no additional Merger Consideration or any other consideration will be issued or paid with regard to the Preferred Share Rights.
Preferred Share Purchase Rights. So long as Preferred Share ------------------------------- Purchase Rights, of the kind authorized and declared on September 23, 1988 and distributed by the Corporation in September 1988 as the same have been and may hereafter be amended ("Rights"), are attached to the outstanding shares of Common Stock of the Corporation, each share of Common Stock issued upon conversion of the shares of Series B Cumulative Convertible Preferred Stock prior to the earliest of any Distribution Date (as defined in the Rights Agreement), the date of redemption of the Rights or the date of expiration of the Rights shall be issued with Rights in an amount equal to the amount of Rights then attached to each such outstanding share of Common Stock.
Preferred Share Purchase Rights. The following description of the Rights is based upon publicly available documents. This description does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement which is filed as Exhibit 4.1 to JOSB's Current Report on Form 8-K filed with the SEC on September 7, 2007 and Amendment No. 1 to the Rights Agreement which is filed as Exhibit 4.1 to JOSB's Current Report on Form 8-K filed with the SEC on January 3, 2014. Amendment No. 1 to the Rights Agreement (i) decreases the beneficial ownership threshold for activating the Rights from 20% to 10%; (ii) includes provisions in respect of certain derivative or synthetic arrangements having characteristics of a long position in the Shares in the definition of securities which a person or entity would be deemed to beneficially own; (iii) increases the purchase price for the exercise of Rights under the Rights Agreement from $200 to $250; and (iv) allows the board of directors of JOSB to redeem the Rights for any reason at any time prior to the close of business on the Distribution Date (as defined below). On September 6, 2007, XXXX entered into a Rights Agreement with Continental Stock Transfer & Trust Company, as Rights Agent, and such Rights Agreement was amended on January 3, 2014. The Rights Agreement was intended to replace and update XXXX's then-existing rights agreement which was set to expire on September 19, 2007. In connection with the Rights Agreement, the JOSB Board declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of JOSB's common stock, par value $0.01 per share (the "Common Shares"). The dividend was payable on September 20, 2007 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from JOSB one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Shares"), at a price of $200 (amended to $250 as of January 3, 2014) per one one-hundredth of a Preferred Share, subject to adjustment. Each one one-hundredth of a Preferred Share has designations and powers, preferences and rights, and the qualifications, limitations and restrictions which make its value approximately equal to the value of a Common Share. In addition, one Right will automatically attach to each Share issued between the Record Date and the Distribution Date. Until the earlier to occur of (i) 10 days following a pu...
Preferred Share Purchase Rights. So long as Preferred Share Purchase Rights, of the kind authorized and declared on September 23, 1988 and distributed by the Corporation in September 1988 as the same have been
Preferred Share Purchase Rights. (a) In accordance with Section 23 of the Rights Agreement dated as of November 28, 1995, as thereafter amended, between the Company and The Bank of New York, as Rights Agent (the "Company Rights Plan"), each outstanding preferred share purchase right of the Company shall terminate as of the Effective Time.
Preferred Share Purchase Rights. (i) If the preferred share purchase rights of ACCO Brands Corporation (or any rights issued by ACCO Brands Corporation in substitution or replacement therefore) held in the ACCO Brands Stock Fund (“rights”) become transferable separately from the shares of ACCO Brands Stock held in the ACCO Brands Stock Fund as provided in the Plan or Trust Agreement, the Trustee agrees to sell the rights to ACCO Brands Corporation as soon as practicable. As soon as administratively feasible after the rights become separately transferable from the shares of ACCO Brands Stock, the Trustee shall, in its sole discretion, appoint an independent financial advisor as specifically permitted under this Trust Agreement. The independent financial advisor shall be retained at the expense of ACCO Brands Corporation for the purpose of determining a price at which the rights shall be sold to ACCO Brands Corporation by the Trustee. Notwithstanding the foregoing, if prior to the sale of the rights by the Trustee to Fortune Brands, Inc. (LPS) 9 8th Amendment/Trust ACCO Brands Corporation, ACCO Brands Corporation determines to exchange one right for a share of ACCO Brands Stock, the Trustee will surrender each right that it holds in exchange for a share of ACCO Brands Stock.
Preferred Share Purchase Rights. The Board of Directors has taken all required action so that (i) neither a "Share Acquisition Date" nor a "Distribution Date" (as those terms are defined in the Rights Agreement) shall occur as a result of this Agreement or any of the transactions contemplated by this Agreement, (ii) none of NCFC Recapitalization, any Investor or any Affiliate or Associate (as those terms are defined in the Rights Agreement) of any of them (or any group of any of them), shall be or become an "Acquiring Person" (as that term is defined in the Rights Agreement) as a result of this Agreement, any of the transactions contemplated by this Agreement, or any action taken by any of them (or any group of any of them) under or in connection with this Agreement or any of the transactions contemplated hereby, in each case regardless of the number of shares of common stock of North Country "Beneficially Owned" (as that term is defined in the Rights Agreement) by any of them or any group of any of them, and (iii) all outstanding Rights and the Rights Agreement shall expire and be terminated immediately prior to the Closing without any payment. No Person (as that term is defined in the Rights Agreement) has become an Acquiring Person and no Share Acquisition Date or Distribution Date has occurred.
Preferred Share Purchase Rights. (a) In accordance with Section 36 of that certain Second Amended and Restated Rights Agreement dated as of December 15, 1995, as thereafter amended, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Company Rights Plan"), each outstanding preferred share purchase right of the Company ("Company Purchase Right") shall terminate as of the Effective Time.
