Common use of Registration, Registration of Transfer and Exchange Clause in Contracts

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 12 contracts

Samples: Shareholder Protection Rights Agreement (Isolyser Co Inc /Ga/), Stockholder Protection Rights Agreement (KLLM Transport Services Inc), Shareholder Protection Rights Agreement (Profit Recovery Group International Inc)

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Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 10 contracts

Samples: Shareholder Protection Rights Plan (Lakeland Bancorp Inc), Shareholder Protection Rights Agreement (Smithtown Bancorp Inc), Stockholder Protection Rights Agreement (Mercantile Bankshares Corp)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(cSubsection 2.6(c) and (d)the other provisions of this Agreement, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holderHolder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holderHolder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 10 contracts

Samples: Shareholder Rights Plan Agreement (Americas Silver Corp), Shareholder Rights Plan Agreement (Americas Silver Corp), Shareholder Rights Plan Agreement (Augusta Resource CORP)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 9 contracts

Samples: Shareholder Protection Rights Agreement (Collagenex Pharmaceuticals Inc), Stockholder Protection Rights Agreement (Popular Inc), Shareholder Protection Rights Agreement (Intelligroup Inc)

Registration, Registration of Transfer and Exchange. (a) After From and after the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (dSubsection 2.6(c), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 8 contracts

Samples: Shareholder Rights Plan Agreement (Pretium Resources Inc.), Shareholder Rights Plan Agreement (Pretium Resources Inc.), Shareholder Rights Plan Agreement (Pretium Resources Inc.)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. The Rights Certificates are transferable only on the Rights Register maintained by the Rights Registrar. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and, if requested and provided with all necessary information, deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney ’s attorney-in-fact duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Rights Agent shall have no duty or obligation under any section of this Agreement that requires the payment of taxes or charges unless and until it is satisfied that all such taxes and/or charges have been paid. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 8 contracts

Samples: Stockholder Protection Rights Agreement (Research Frontiers Inc), Stockholder Protection Rights Agreement (Optical Cable Corp), Stockholder Protection Rights Agreement

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(cSubsection 2.6(c) and (d)the other provisions of this Agreement, the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holderHolder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holderHolder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 7 contracts

Samples: Shareholder Rights Plan Agreement (Pacific Rim Mining Corp), Shareholder Rights Plan Agreement (Western Copper & Gold Corp), Shareholder Rights Plan Agreement (Pacific Rim Mining Corp)

Registration, Registration of Transfer and Exchange. (a) After From and after the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration TimeDate, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (dSubsection 2.6(c), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 5 contracts

Samples: Shareholder Agreement, Shareholder Agreement, Shareholder Agreement

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will The Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Timeduring normal business hours. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 5 contracts

Samples: Shareholder Rights Plan Agreement (New Gold Inc. /FI), Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (New Gold Inc. /FI)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will The Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 5 contracts

Samples: Shareholder Rights Plan Agreement (Atlantic Power Corp), Shareholder Rights Plan Agreement (Farallon Resources Ltd.), Shareholder Rights Plan Agreement (Taseko Mines LTD)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 5 contracts

Samples: Shareholder Protection Rights Agreement (Renal Care Group Inc), Shareholder Protection Rights Agreement (Medirisk Inc), Shareholder Protection Rights Agreement (Headhunter Net Inc)

Registration, Registration of Transfer and Exchange. (a) After the ------------------------------------------------------ Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d)below, the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b)) hereof, all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such the Rights have been redeemed pursuant to Section 5.1 hereof or become void under pursuant to Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1hereof.

Appears in 5 contracts

Samples: Amendment and Restatement Agreement (Central Bancorp Inc /Ma/), Amendment and Restatement Agreement (Central Bancorp Inc /Ma/), Amendment and Restatement Agreement (Central Bancorp Inc /Ma/)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the The Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.3(g) and 2.7(c) and (d)hereof, the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Subject to the provisions of Section 3.1(b)2.3(g) hereof, all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney attorney-in-fact duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 4 contracts

Samples: Stockholder Protection Agreement (Protein Polymer Technologies Inc), Stockholder Protection Agreement (Semtech Corp), Stockholder Protection Agreement (American Medical Providers Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and, if requested by the Company and provided with all necessary information, deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 4 contracts

Samples: Stockholder Protection Rights Agreement, Rights Agreement (iKang Healthcare Group, Inc.), Stockholder Protection Rights Agreement (Ca, Inc.)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights RegisterRegistrar") in which, subject to such reasonable regulations regulation as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the registrar for the Rights (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection (c) and (d)of this section 2.3, the Company Corporation will execute, and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7section 2.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 4 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (Quaterra Resources Inc), Shareholder Rights Plan Agreement (Quaterra Resources Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(c) and (d)the other provisions of this Agreement, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holder's Holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holder's Holder’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 4 contracts

Samples: Shareholder Rights Plan Agreement (International Tower Hill Mines LTD), Shareholder Rights Plan Agreement (Platinum Group Metals LTD), Shareholder Rights Plan Agreement (Extorre Gold Mines LTD)

Registration, Registration of Transfer and Exchange. (a1) After the Separation Time, the Company REIT will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company REIT will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "registrar for the Rights (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company REIT and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (dSubsection 2.06(3), the Company REIT will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged. (b2) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyREIT, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c3) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company REIT or the Rights Agent, Agent as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.06, the Company REIT may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d4) The Company REIT shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 4 contracts

Samples: Unitholder Rights Agreement, Unitholder Rights Agreement, Unitholder Rights Agreement

Registration, Registration of Transfer and Exchange. (a) After the --------------------------------------------------- Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of this Section 2.7(a) and Sections 2.7(c) and (d2.7(d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof, or the Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 4 contracts

Samples: Shareholder Protection Rights Agreement (Global Payments Inc), Shareholder Protection Rights Agreement (Global Payments Inc), Shareholder Protection Rights Agreement (Global Payments Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 4 contracts

Samples: Rights Agreement (Stanley Furniture Co Inc.), Stockholder Protection Rights Agreement (Optimer Pharmaceuticals Inc), Stockholder Protection Rights Agreement (Collective Brands, Inc.)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of this Section 2.7(a) and Sections 2.7(c) and (d2.7(d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof, or the Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 4 contracts

Samples: Stockholder Protection Rights Agreement (Accredo Health Inc), Stockholder Protection Rights Agreement (Accredo Health Inc), Stockholder Protection Rights Agreement (Accredo Health Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 4 contracts

Samples: Stockholder Protection Rights Agreement (Pharmerica Inc), Stockholder Protection Rights Agreement (Goulds Pumps Inc), Stockholder Protection Rights Agreement (Goulds Pumps Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d)below, the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such the Rights have become void been redeemed under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.15.1 hereof.

Appears in 4 contracts

Samples: Shareholder Protection Rights Agreement (Anaren Microwave Inc), Stockholder Protection Rights Agreement (Group 1 Software Inc), Stockholder Protection Rights Agreement (Group 1 Software Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation TimeDistribution Date, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation TimeDistribution Date. After the Separation Time Distribution Date and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(cSections 2.6(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 4 contracts

Samples: Rights Agreement (Utilicorp United Inc), Rights Agreement (J C Nichols Co), Rights Agreement (Utilicorp United Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, Certificate and subject to the provisions of Section 2.7(cSubsection 2.6(c) below and (d)the other provisions of this Agreement, the Company Corporation will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, transferees as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 4 contracts

Samples: Shareholder Rights Plan Agreement (Ym Biosciences Inc), Shareholder Rights Plan Agreement (Ym Biosciences Inc), Shareholder Rights Plan Agreement (Vasogen Inc)

Registration, Registration of Transfer and Exchange. (a) After Following the Separation Time, the Company will Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Timeduring normal business hours. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of transfer thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 3 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Agreement, Shareholder Rights Plan Agreement

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations regulation as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "the registrar for the Rights (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and subsection (d)) of this section 2.3, the Company Corporation will execute, and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7section 2.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 3 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (Quaterra Resources Inc), Shareholder Rights Plan Agreement

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c2.6(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 3 contracts

Samples: Stockholder Protection Rights Agreement (Goldman Sachs Group Inc), Stockholder Protection Rights Agreement (Lanier Worldwide Inc), Stockholder Protection Rights Agreement (Acuity Brands Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation TimeDate, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation TimeDate. After the Separation Time Date and prior to the Expiration TimeDate, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 3 contracts

Samples: Shareholder Rights Agreement (Amedisys Inc), Shareholder Rights Agreement (California Independent Bancorp), Shareholder Rights Agreement (Amedisys Inc)

Registration, Registration of Transfer and Exchange. (a) After the ---------------------------------------------------- Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 3 contracts

Samples: Shareholder Protection Rights Agreement (Premiere Technologies Inc), Shareholder Protection Rights Agreement (Atria Communities Inc), Shareholder Protection Rights Agreement (PSS World Medical Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 3 contracts

Samples: Shareholder Protection Rights Agreement (St Joe Co), Stockholder Protection Rights Agreement (Vertrue Inc), Stockholder Protection Rights Agreement (Morgans Hotel Group Co.)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writingor representative, with additional evidence of authorization as may be required by the Company or the Rights Agent. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 3 contracts

Samples: Shareholder Protection Rights Agreement (Pacific Sunwear of California Inc), Shareholder Protection Rights Agreement (Pacific Sunwear of California Inc), Shareholder Protection Rights Agreement (Pacific Sunwear of California Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d)below, the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b)) hereof, all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such the Rights have been redeemed pursuant to Section 5.1 hereof or become void under pursuant to Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1hereof.

Appears in 3 contracts

Samples: Shareholder Rights Agreement (Es&l Bancorp Inc), Shareholder Rights Agreement (Es&l Bancorp Inc), Shareholder Rights Agreement (Central Bancorp Inc /Ma/)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations procedures as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(cSections 2.6(c) and (d), the Company will execute, and the Rights Agent will countersign and, if requested by the Company and provided with all necessary information, deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 3 contracts

Samples: Shareholder Protection Rights Agreement, Shareholder Protection Rights Agreement (Toro Corp.), Shareholder Protection Rights Agreement (Toro Corp.)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of this Section 2.7(c2.6(a) and (dSections 2.6(c) and 2.6(d), the Company Corporation will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. Neither the Rights Agent nor the Corporation shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Corporation shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 3 contracts

Samples: Stockholder Protection Rights Agreement (Gold Kist Holdings Inc.), Stockholder Protection Rights Agreement (Knology Inc), Stockholder Protection Rights Agreement (Indus International Inc)

Registration, Registration of Transfer and Exchange. (a) After Following the Separation Time, the Company will Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of transfer thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 3 contracts

Samples: Shareholder Rights Plan Agreement (NexGen Energy Ltd.), Shareholder Rights Plan Agreement (NexGen Energy Ltd.), Shareholder Rights Plan Agreement (Sandstorm Gold LTD)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will The Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "as the registrar for the Rights (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(d) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 3 contracts

Samples: Shareholder Rights Plan Agreement (SunOpta Inc.), Shareholder Rights Plan Agreement (SunOpta Inc.), Shareholder Rights Plan Agreement (SunOpta Inc.)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights which have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 3 contracts

Samples: Stockholder Protection Rights Agreement (Swift Transportation Co Inc), Stockholder Protection Rights Agreement (Swift Transportation Co Inc), Stockholder Protection Rights Agreement (Ca, Inc.)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certifi- cate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under under Section 3.1(c3.1 (c) or been redeemed or terminated under Section 5.1.

Appears in 3 contracts

Samples: Shareholder Protection Rights Agreement (One Valley Bancorp Inc), Shareholder Protection Rights Agreement (One Valley Bancorp of West Virginia Inc), Shareholder Protection Rights Agreement (One Valley Bancorp of West Virginia Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 3 contracts

Samples: Rights Agreement (Varian Semiconductor Equipment Associates Inc), Rights Agreement (Amb Property Corp), Rights Agreement (Varian Associates Inc /De/)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 3 contracts

Samples: Shareholder Protection Rights Agreement (Checkmate Electronics Inc), Stockholder Protection Rights Agreement (Ivi Checkmate Corp), Shareholder Protection Rights Agreement (Irt Property Co)

Registration, Registration of Transfer and Exchange. (a) After From and after the Separation Time, the Company Corporation will cause to be kept a register (the "Rights RegisterRIGHTS REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights RegistrarRIGHTS REGISTRAR" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (dSubsection 2.6(c), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Protection Rights Agreement (Geac Computer Corp LTD), Shareholder Protection Rights Agreement (Geac Computer Corp LTD)

Registration, Registration of Transfer and Exchange. (a) After From and after the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (dSubsection 2.6(c), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided, provided that the Rights Agent is hereby authorized to appoint ChaseMellon Shareholder Services, L.L.C. as Rights Registrar (in which capacity such Rights Registrar shall be entitled to the benefits of Article IV hereof as if it were Rights Agent). In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Shareholder Protection Rights Agreement (Mellon Bank Corp), Shareholder Protection Rights Agreement (Mellon Financial Corp)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights which have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Vornado Operating Co), Stockholder Protection Rights Agreement (Vornado Operating Co)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of this Section 2.7(a) and Sections 2.7(c) and (d2.7(d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof, or the Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been terminated or redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Citi Trends Inc), Stockholder Protection Rights Agreement

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company The Corporation will cause to be kept a register (the "Rights RegisterRIGHTS REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights RegistrarRIGHTS REGISTRAR" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(c) and (d)below, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.15.1 hereof.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Aspreva Pharmaceuticals CORP), Shareholder Rights Plan Agreement (QLT Inc/Bc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment by the holders of Rights of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Shareholder Protection Rights Agreement (International Flavors & Fragrances Inc), Shareholder Protection Rights Agreement (International Flavors & Fragrances Inc)

Registration, Registration of Transfer and Exchange. (a) After From and after the Separation Time, the Company will Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "registrar (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, have the form of assignment xxxxxxx xxxx completed and endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement

Registration, Registration of Transfer and Exchange. (a) After Following the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After times. (b) Following the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (dSubsection 2.6(d), the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Aurizon Mines LTD), Shareholder Rights Plan Agreement (Aurizon Mines LTD)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will The Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case ease may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Revett Minerals Inc.), Rights Agreement (Revett Minerals Inc.)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section Sections 3.1(b), 2.12 and 2.13, all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Spieker Properties Inc), Stockholder Protection Rights Agreement (Spieker Properties Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation TimeDistribution Date, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation TimeDistribution Date. After the Separation Time Distribution Date and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(cSections 2.6(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Rights Agent or if the Rights AgentAgent shall cease to be the Rights Registrar, in form satisfactory to the Company, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.the

Appears in 2 contracts

Samples: Rights Agreement (Illuminet Holdings Inc), Rights Agreement (Illuminet Holdings Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will The Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Timeduring normal business hours. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will countersign shall countersign, register and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment by the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of the Rights Agent) in connection therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Atna Resources LTD), Shareholder Rights Plan Agreement (Atna Resources LTD)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "registrar for the Rights (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein providedprovided and the Rights Agent xxxxxx accepts such appointment. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubparagraphs 2.6(d) and (d3.1(b), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Protection Rights Plan Agreement (Greenfire Resources Ltd.), Shareholder Protection Rights Plan Agreement (Greenfire Resources Ltd.)

Registration, Registration of Transfer and Exchange. (a) After From and after the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (dSubsection 2.6(c), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all . All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) . Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. thereto and any other expenses (dincluding the fees and expenses of the Rights Agent) connected therewith. The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Protection Rights Agreement (MDS Inc), Shareholder Protection Rights Agreement (MDS Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register Registrar at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection (c) and (d)of this section 2.3, the Company Corporation will execute, and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7section 2.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Aurizon Mines LTD), Shareholder Rights Plan Agreement (Angiotech Pharmaceuticals Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers and exchanges of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(cSubsection 2.6(d) and (d3.1(b), the Company Corporation will execute, and the Rights Agent will countersign countersign, deliver and deliverregister, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (TLC Laser Center Inc), Shareholder Rights Plan Agreement (TLC Laser Center Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Trust will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Rights Agent will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "the “Rights Registrar" for the purpose of maintaining the Rights Register for the Company Trust and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(d) and (d)below, the Company will Trust shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyTrust, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Trust or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Trust may require the payment of a sum sufficient to cover any fee, tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Unitholder Rights Plan Agreement, Unitholder Rights Plan Agreement

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will The Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case ease may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Kinross Gold Corp), Rights Agreement (Kinross Gold Corp)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Rights Agent shall have no duty or obligation to take any action under any Section of this Agreement which requires the payment by a Rights holder of applicable taxes and governmental charges unless and until the Rights Agent is satisfied that all such taxes and/or charges have been paid. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Covad Communications Group Inc), Stockholder Protection Rights Agreement (Covad Communications Group Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Rights Agreement (First Midwest Bancorp Inc), Rights Agreement (First Midwest Bancorp Inc)

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Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d)below, the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such the Rights have become void been redeemed under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.15.1 hereof.

Appears in 2 contracts

Samples: Shareholder Protection Rights Agreement (Anaren Inc), Shareholder Protection Rights Agreement (Anaren Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d2.3(c), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Mag Silver Corp), Shareholder Rights Plan Agreement (Mag Silver Corp)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby selected and appointed "as “Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein providedprovided and the Rights Agent hereby accepts such selection and appointment. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(cSections 2.2(d) and (d3.1(b), the Company Corporation will execute, and the Rights Agent will countersign countersign, deliver and deliverregister, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized authorized, in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (SSR Mining Inc.), Shareholder Rights Plan Agreement (Silver Standard Resources Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing representing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Xcel Energy Inc), Stockholder Protection Rights Agreement (Xcel Energy Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of this Section 2.7(a) and Sections 2.7(c) and (d2.7(d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof, or the Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been terminated or redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (LHC Group, Inc), Stockholder Protection Rights Agreement (LHC Group, Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "registrar for the Rights (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsections 2.6(d) and (d3.1(b), the Company will execute, and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Rubicon Minerals Corp), Shareholder Rights Plan Agreement (Uranerz Energy Corp.)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations procedures as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and, if requested by the Company and provided with all necessary information, deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or and be accompanied by a written instrument of transfer in form satisfactory to the Company or and the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Rights Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (LSC Communications, Inc.), Stockholder Protection Rights Agreement (LSC Communications, Inc.)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Rights Agent will provide for the registration and transfer of Rights. The Rights Agent is hereby hxxxxx appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(d) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holderhxxxxx's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Skeena Resources LTD), Shareholder Rights Plan Agreement (Skeena Resources LTD)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the initial "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease appoint some other qualified party to be serve as Rights Registrar, which the Rights RegistrarAgent may do at any time after the Separation Time, upon two days' advance notice to the Company and subject to the Company's prior approval, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d)) below, the Company will execute, and the Rights Agent or Rights Registrar will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Subject to Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights AgentAgent or Rights Registrar, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become void under Section 3.1(b), have been exchanged under Section 3.1(c) or have been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Maverick Tube Corporation), Shareholder Rights Agreement (Maverick Tube Corporation)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights which have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Shareholder Protection Rights Agreement (First Union Corp), Shareholder Protection Rights Agreement (First Union Corp)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and, if requested by the Company and provided with all necessary information, deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or and be accompanied by signature guarantee and such other documentation as the Rights Agent may reasonably request, including a written instrument of transfer in form satisfactory to the Company or and the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Rights Agreement (Nam Tai Property Inc.), Rights Agreement

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Veresen will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Veresen will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Veresen and registering Rights and transfers of Rights after the Separation Time as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c2.6(d) and (d)below, the Company Veresen will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyVeresen, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Veresen or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Veresen may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Shareholder Agreement, Shareholder Rights Plan Agreement

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Wilshire Enterprises Inc), Stockholder Protection Rights Agreement (Wilshire Enterprises Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed registrar for the Rights (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsections 2.6(d) and (d3.1(b), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Protection Rights Plan Agreement (Transglobe Energy Corp), Shareholder Protection Rights Plan Agreement (Transglobe Energy Corp)

Registration, Registration of Transfer and Exchange. (a) After From and after the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (dSubsection 2.6(d), the Company Corporation will execute, and the Rights Agent will countersign countersign, deliver and deliverregister, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Protection Rights Agreement (Nordion Inc.), Shareholder Protection Rights Agreement (MDS Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of this Section 2.7(a) and Sections 2.7(c) and (d2.7(d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof, or the Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been terminated or redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Tg Therapeutics, Inc.), Stockholder Protection Rights Agreement (Tg Therapeutics, Inc.)

Registration, Registration of Transfer and Exchange. (a) After From and after the Separation Time, the Company will Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "registrar (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Energy Fuels Inc), Shareholder Rights Plan Agreement (Century Mining Corp)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transfereestrans- ferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Brinker International Inc), Stockholder Protection Rights Agreement (Brinker International Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of this Section 2.7(a) and Sections 2.7(c) and (d2.7(d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (First Charter Corp /Nc/), Shareholder Protection Rights Agreement (Tropical Sportswear International Corp)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and, if requested by the Company and provided with all necessary information, deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights which have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Ca, Inc.), Stockholder Protection Rights Agreement (Ca, Inc.)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Rights Agent shall have no duty or obligation with respect to a Rights holder under this Section 2.6 unless and until the Rights Agent is satisfied that any taxes and/or charges have been paid by such Rights holder. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Fuel Systems Solutions, Inc.), Stockholder Protection Rights Agreement (Impco Technologies Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights RegisterRIGHTS REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers and exchanges of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(cSubsection 2.6(d) and (d3.1(b), the Company Corporation will execute, and the Rights Agent will countersign countersign, deliver and deliverregister, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 2 contracts

Samples: Shareholder Protection Rights Agreement (Salix Pharmaceuticals LTD), Shareholder Agreements (Salix Pharmaceuticals LTD)

Registration, Registration of Transfer and Exchange. (a) After From and after the Separation TimeDistribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company will shall cause to be kept at the Corporate Trust Office of the Rights Agent a register Rights Register (the a "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will shall provide for the registration of Right Certificates and transfer of transfers of Rights. The Rights Agent is hereby appointed the registrar and transfer agent (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company and registering Rights Right Certificates and transfers of Rights after the Separation Time as herein provided. In provided and the event that Rights Upon surrender to the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Right Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will shall execute, and the Rights Agent will countersign shall authenticate and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Right Certificates evidencing the same aggregate a like number of Rights as did Rights. At the option of the holder, Right Certificates may be exchanged for other Right Certificates upon surrender of the Right Certificates to be exchanged to the Rights Certificate Agent. Whenever any Right Certificates are so surrendered. (b) Except as otherwise provided in Section 3.1(b)surrendered for exchange, all the Company shall execute, and the Rights Agent shall authenticate and deliver, the Right Certificates which the holder making the exchange is entitled to receive. All Right Certificates issued upon any registration of transfer or exchange of Rights Right Certificates shall be the valid obligations of the Company, evidencing the same Rights, and such Rights shall be entitled to the same benefits under this Agreement Agreement, as the Rights Right Certificates surrendered upon such registration of transfer or exchange. (c) . Every Rights Right Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Rights Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or and the Rights AgentRegistrar duly executed, as the case may be, duly executed by the holder thereof or such holder's his attorney duly authorized in writing. As a condition to the issuance No service charge shall be made for any registration of any new Rights Certificate under this Section 2.7transfer or exchange of Right Certificates, but the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the connection with any registration of transfer or exchange of Right Certificates, other than exchanges not involving any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1transfer.

Appears in 1 contract

Samples: Rights Agreement (Marine Drilling Companies Inc)

Registration, Registration of Transfer and Exchange. (a) After From and after the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d2.6(c), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Agrium Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(cSubsection 2.6(c) and (d)the other provisions of this Agreement, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holder's Holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holder's Xxxxxx’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

Registration, Registration of Transfer and Exchange. (a) After From and after the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d2.6(c), the Company Corporation will execute, and the Rights Agent will countersign countersign, register and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Jaguar Mining Inc)

Registration, Registration of Transfer and Exchange. (a) After Following the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the registrar (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection (c) and (d)of this section 2.3, the Company Corporation will execute, and the Rights Agent will countersign (manually or by facsimile signature in a manner satisfactory to the Corporation) and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7section 2.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company 2.6.1 The Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall will cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, Certificate and subject to the provisions of Section 2.7(c) subsection 2.6.3 below and (d)the other provisions of this Agreement, the Company Corporation will execute, execute and the Rights Agent will countersign countersign, register and deliver, in the name of the holder or the designated transferee or transferees, transferees as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all 2.6.2 All Rights issued upon any registration of transfer or exchange of Rights Certificates shall will be the valid obligations of the CompanyCorporation, and such Rights shall will be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) 2.6.3 Every Rights Certificate surrendered for registration of transfer or exchange shall will be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Nevada Geothermal Power Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "the “Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, Certificate and subject to the provisions of Section 2.7(cSubsection 2.6(c) below and (d)the other provisions of this Agreement, the Company Corporation will execute, execute and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, transferees as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Mad Catz Interactive Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations procedures as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. Upon receipt by the Rights Agent of notice to that effect and all other relevant information and documents, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (ba) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cb) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (dc) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that (i) have become null and void under Section 3.1(b), (ii) would become null and void upon such transfer, (iii) have been exchanged under Section 3.1(c), or (iv) or have been redeemed or terminated under Section 5.1.

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (DMC Global Inc.)

Registration, Registration of Transfer and Exchange. (a) After From and after the Separation Time, the Company will Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed registrar (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, have the form of assignment xxxxxxx xxxx completed and endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Energy Fuels Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers and exchanges of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times. (b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(cSubsection 2.6(d) and (d3.1(b), the Company Corporation will execute, and the Rights Agent will countersign countersign, deliver and deliverregister, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Genetronics Biomedical LTD)

Registration, Registration of Transfer and Exchange. (a) After Following the Separation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "the registrar (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection (c) and (d)of this section 2.3, the Company Corporation will execute, and the Rights Agent will countersign (manually or by facsimile signature in a manner satisfactory to the Corporation) and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7section 2.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Class A Rights and Class B Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Class A Rights and Class B Rights and transfers of Class A Rights and Class B Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (Riscorp Inc)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company The Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed registrar for the Rights (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(cclause 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall manually countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 1 contract

Samples: Shareholder Protection Rights Plan Agreement (Haemacure Corp)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will The Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Separation Timetimes. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(csubsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of transfer thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Sandstorm Gold LTD)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Back to Contents and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in a form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 1 contract

Samples: Shareholder Protection Rights Plan (Itxc Corp)

Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Morgans Hotel Group Co.)

Registration, Registration of Transfer and Exchange. (a1) After the Separation Time, the Company REIT will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company REIT will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "registrar for the Rights (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company REIT and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. times.‌ After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.7(c) and (dSubsection 2.06(3), the Company REIT will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged. (b2) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyREIT, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c3) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company REIT or the Rights Agent, Agent as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.72.06, the Company REIT may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.thereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith.‌ (d4) The Company REIT shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Appears in 1 contract

Samples: Unitholder Rights Agreement

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