Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date. (d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities. (e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. (f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 8 contracts
Samples: Rights Agreement (Bank Plus Corp), Rights Agreement (Document Sciences Corp), Rights Agreement (Western Digital Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 8 contracts
Samples: Rights Agreement (Advanced Medical Optics Inc), Rights Agreement (Rental Service Corp), Rights Agreement (Petco Animal Supplies Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 7 contracts
Samples: Rights Agreement (Maxwell Shoe Co Inc), Rights Agreement (City National Corp), Rights Agreement (Amwest Insurance Group Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Series A Preferred (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Series A Preferred (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the New York Stock Exchange (“NYSE”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NYSE or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Series A Preferred upon the exercise of Rights, to register and qualify such Series A Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Series A Preferred (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Series A Preferred (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Series A Preferred (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 6 contracts
Samples: Rights Agreement (Container Store Group, Inc.), Rights Agreement (Desktop Metal, Inc.), Merger Agreement (Stratasys Ltd.)
Reservation and Availability of Capital Stock. (aThe Company covenants and agrees that at all time prior to the occurrence of a Section 11(a)(ii) Subject to Sections 7(e) and 9(f) hereof, the Company shall Event it will cause to be reserved and kept available out of its authorized and unissued equity securities (Preferred Shares, or out of its any authorized and issued equity securities Preferred Shares held in its treasury), the number of such equity securities Preferred Shares that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
Rights and, after the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of Common Shares (band/or other securities) In which may be required to permit the event that exercise in full of the Rights pursuant to this Agreement. So long as the Preferred Shares (and, after the occurrence of a Section 11(a)(ii) Event, Common Shares, or any securities other securities, as the case may be) issuable upon the exercise of the Rights are may be listed on any national securities exchange, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (or Common Shares and/or other securities, as the case may be) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities.
(e) . The Company shall further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates or depositary receipts for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, or to issue or to deliver any certificate certificates or depositary receipts for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of any Right Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.
. The Company shall use its best efforts to (fi) With file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act with respect to the Common Shares and/or other securities issuable pursuant purchasable upon exercise of Rights on an appropriate form, (ii) cause such registration statement to Section 11(a)(ii) become effective as soon as practicable after such filing, and (iii) hereof, cause such registration statement to remain effective (with a prospectus at all times meeting the foregoing covenants shall be applicable only upon requirements of the Act and following the occurrence rules and regulations thereunder) until the date of a the expiration of the rights provided by Section 11(a)(ii)) hereof. The Company will also take such action as may be appropriate under the blue sky laws of the various states.
Appears in 6 contracts
Samples: Rights Agreement (Commscope Inc), Rights Agreement (Nextlevel Systems Inc), Rights Agreement (Commscope Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Stock upon the exercise of Rights, to register and qualify such Preferred Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed one hundred twenty (120) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 5 contracts
Samples: Rights Agreement (MRV Communications Inc), Rights Agreement (Nabi Biopharmaceuticals), Rights Agreement (Nabi Biopharmaceuticals)
Reservation and Availability of Capital Stock. (a) Subject to Sections Section 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable state securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 5 contracts
Samples: Rights Agreement (Magnetek Inc), Rights Agreement (Magnetek Inc), Rights Agreement (Alexander & Baldwin Inc)
Reservation and Availability of Capital Stock. (aThe Company covenants and agrees that at all time prior to the occurrence of a Section 11(a)(ii) Subject to Sections 7(e) and 9(f) hereof, the Company shall Event it will cause to be reserved and kept available out of its authorized and unissued equity securities (shares of Preferred Stock, or out of its any authorized and issued equity securities shares of Preferred Stock held in its treasury), the number of such equity securities shares of Preferred Stock that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
Rights and, after the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of shares of Common Stock (band/or other securities) In which may be required to permit the event that exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of a Section 11(a)(ii) Event, shares of Common Stock, or any securities other securities, as the case may be) issuable upon the exercise of the Rights are may be listed on any national securities exchange, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities shares of Preferred Stock (or shares of Common Stock and/or other securities, as the case may be) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities.
(e) . The Company shall further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities shares of Preferred Stock (or shares of Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates or depositary receipts for securities the shares of Preferred Stock (or shares of Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificate certificates or depositary receipts for securities shares of Preferred Stock (or shares of Common Stock and/or other securities, as the case may be) upon the exercise of any Right Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.
. The Company shall use its best efforts to (fi) With file, as soon as practicable following the Stock Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the Common Shares and/or other securities issuable pursuant purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to Section 11(a)(ii) become effective as soon as practicable after such filing, and (iii) hereof, cause such registration statement to remain effective (with a prospectus at all times meeting the foregoing covenants shall be applicable only upon requirements of the Act and following the occurrence rules and regulations thereunder) until the date of a the expiration of the rights provided by Section 11(a)(ii). The Company will also take such action as may be appropriate under the blue sky laws of the various states.
Appears in 5 contracts
Samples: Shareholder Rights Agreement (El Paso Energy Corp/De), Shareholder Rights Agreement (Theglobe Com Inc), Shareholder Rights Agreement (El Paso Energy Corp/De)
Reservation and Availability of Capital Stock. (a) Subject to Sections Section 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)) Event.
Appears in 4 contracts
Samples: Rights Agreement (Rocky Shoes & Boots Inc), Rights Agreement (Checkfree Corp \De\), Rights Agreement (Rocky Shoes & Boots Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares delivered upon exercise of Rights (and, following the Rights date on which a person becomes an Acquiring Person, out of its authorized and unissued Common Shares and/or other securities or out of its authorized and issued shares held in the treasury) shall, at the time of delivery of the certificates for such securities Preferred Shares or Common Shares (subject to payment of the Exercise Purchase Price), be duly and authorized, validly authorized and issued and fully paid and nonassessable securitiesshares.
(eb) The Company shall further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares or Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates or depositary receipts for securities the Preferred Shares or Common Shares in respect of a name other than that of, the registered holder of the Right Certificate representing Certificates evidencing Rights surrendered for exercisetransfer, delivery or exercise or to issue or to deliver any certificate certificates or depositary receipts for securities Preferred Shares or Common Shares upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Certificates at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 4 contracts
Samples: Rights Agreement (Dime Community Bancorp Inc), Rights Agreement (Warwick Community Bancorp Inc), Rights Agreement (Dime Community Bancorp Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)) Event.
Appears in 4 contracts
Samples: Rights Agreement (Ducommun Inc /De/), Rights Agreement (Chromavision Medical Systems Inc), Rights Agreement (Globespanvirata Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections Section 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)) Event.
Appears in 3 contracts
Samples: Rights Agreement (California Amplifier Inc), Rights Agreement (CalAmp Corp.), Rights Agreement (California Amplifier Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the New York Stock Exchange, Inc. (the “NYSE”), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on the NYSE upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 3 contracts
Samples: Rights Agreement (Compass Minerals International Inc), Rights Agreement (Compass Minerals International Inc), Rights Agreement (Compass Minerals International Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Stock upon the exercise of Rights, to register and qualify such Preferred Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed one hundred twenty (120) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company shall promptly notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9 and give the Rights Agent a copy of such announcement. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s and the Rights Agent’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 3 contracts
Samples: Tax Benefits Preservation Plan (CarParts.com, Inc.), Tax Benefits Preservation Plan (CarParts.com, Inc.), Tax Benefits Preservation Plan (Tidewater Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, the Company shall agrees that it will cause to be reserved and kept available out of its authorized and unissued equity shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities (or out of its authorized and issued equity securities shares held in its treasury), the number of such equity securities that shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) that, as provided in this Agreement including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In So long as the event that any securities shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) issuable and deliverable upon the exercise of the Rights are may be listed or admitted to trading on any national securities exchange, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit From and after such time as the issuance of securities upon exercise of the RightsRights become exercisable, the Company shall use its best efforts, from and after if then necessary to permit the Distribution Dateissuance of shares of Preferred Stock upon the exercise of the Rights, to register and qualify such securities shares of Preferred Stock under the Securities Act, the Exchange Act and any other applicable state securities or “Blue Sky” laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (i) the Redemption Date or date as of which the Rights are no longer exercisable for such securities and (ii) the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file a registration statement under the Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. The Company shall promptly notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9 and give the Rights Agent a copy of such announcement. Notwithstanding anything to the contrary contained herein, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Act shall have been declared effective, unless an exemption therefrom is available.
(d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities shares, whether whole or fractional, of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securitiesnon-assessable.
(e) The Company shall pay further covenants and agrees that it will pay, when due and payable payable, any and all federal and state transfer taxes and charges that which may be payable payable, in respect of the issuance or delivery of the Right Rights Certificates or of any securities certificates for a number of one one-thousandths (1/1,000) of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Rights Certificates to a Person other than, or the issuance or delivery of a certificate for securities number of one one-thousandths (1/1,000) of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Right Certificate representing Rights Certificates evidencing Rights surrendered for exercise, nor shall the Company or the Rights Agent be required to issue or deliver any certificate certificates for securities a number of one one-thousandths (1/1,000) of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's ’s and the Rights Agent reasonable satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 3 contracts
Samples: Tax Benefits Preservation Plan (INNOVATE Corp.), Tax Benefits Preservation Plan (INNOVATE Corp.), Tax Benefits Preservation Plan (Hc2 Holdings, Inc.)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The --------------------------------------------- Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 3 contracts
Samples: Rights Agreement (Southwest Water Co), Rights Agreement (Kilroy Realty Corp), Rights Agreement (Catellus Development Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections Section 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 3 contracts
Samples: Rights Agreement (Building Materials Holding Corp), Rights Agreement (Too Inc), Rights Agreement (Building Materials Holding Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)) Event.
Appears in 3 contracts
Samples: Rights Agreement (Interactive Health, Inc.), Rights Agreement (Aremissoft Corp /De/), Rights Agreement (Compex Technologies Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)) Event.
Appears in 3 contracts
Samples: Rights Agreement (Giga Tronics Inc), Rights Agreement (Giga Tronics Inc), Rights Agreement (Giga Tronics Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity securities unissued Common Stock, other securities, other asset(s) or out of its shares held in its treasury), ) the number of such equity shares of Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock, other securities and/or other asset(s)) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Stock upon the exercise of Rights, to register and qualify such Preferred Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed one hundred twenty (120) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company shall promptly notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9 and give the Rights Agent a copy of such announcement. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s and the Rights Agent’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 3 contracts
Samples: Tax Benefits Preservation Plan (XWELL, Inc.), Tax Benefits Preservation Plan (Tetra Technologies Inc), Tax Benefits Preservation Plan (Tetra Technologies Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Stock upon the exercise of Rights, to register and qualify such Preferred Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed one hundred twenty (120) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Sanchez Energy Corp), Rights Agreement (Solitron Devices Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company --------------------------------------------- covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over- the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Tivo Inc), Rights Agreement (Tivo Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, the Company shall agrees that it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued Junior Preferred Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued equity securities (Common Shares or out of its authorized and issued equity securities other securities) or shares held in its treasury), the number of such equity securities that Junior Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares or other securities) that, as provided in this Agreement, including Section 11(a)(iii), will from time to time be sufficient to permit the exercise in full of all outstanding Rights. Prior to the occurrence of a Triggering Event, the Company shall not be obligated to cause to be reserved and kept available, out of its authorized and unissued Common Shares or shares of preferred stock (other than Junior Preferred Shares), any such Common Shares or any shares of preferred stock (other than Junior Preferred Shares) to permit exercise of outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the The Company shall use its best efforts(i) cause, from and after such time as the Rights become exercisable, to cause the Rights and all such securities Junior Preferred Shares (and following the occurrence of a Triggering Event, Common Shares, issued or reserved for such issuance upon exercise thereof) to be listed on such or admitted for trading by the NASDAQ National Market ("Nasdaq National Market") or any other national securities exchange upon official notice of issuance upon such exercise.
exercise and (cii) If if then necessary to permit the offer and issuance of securities upon exercise such Junior Preferred Shares (and, following the occurrence of the Rightsa Triggering Event, the Company shall use its best effortsCommon Shares or other securities), from and after the Distribution Date, to register and qualify such securities Junior Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares or other securities) under the Securities Act, the Exchange Act and any other applicable state securities or "blue sky" laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the Redemption Expiration Date or the Rights Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or to comply with such blue sky laws. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.
(dc) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure insure that all securities Junior Preferred Shares (and following the occurrence of a Triggering Event, Common Shares or other securities) delivered upon exercise of the Rights shallexercxxx xx Xxxxxx xxxxx, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise PricePurchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable securitiesshares in accordance with applicable law.
(ed) The Company shall further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any Junior Preferred Shares (or Common Shares, other securities or assets, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Rights Certificates to a Person other than, or the issuance or delivery of a certificate certificates for Junior Preferred Shares (or Common Shares, other securities or assets, as the case may be) upon exercise of Rights in respect of a name other than that of, the registered holder of record of the Right Certificate representing Rights surrendered for exerciseCertificate, or and the Company shall not be required to issue or deliver any a Rights Certificate or certificate for securities upon Junior Preferred Shares (or Common Shares or other securities, as the exercise case may be) to a Person other than such holder of any Right record, until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Internet Security Systems Inc/Ga), Rights Agreement (Internet Security Systems Inc/Ga)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), Common Shares the number of such equity securities Common Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
9.1 So long as the Common Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed or admitted to trading on Nasdaq or listed on any other national securities exchangeexchange or quotation system, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such Nasdaq or listed on any other exchange or quotation system upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) 9.2 The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Common Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securitiesshares.
9.3 From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Common Shares upon the exercise of Rights, to register and qualify such Common Shares under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective.
9.4 The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Common Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Common Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Common Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s or the Rights Agent’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Infocus Corp), Rights Agreement (Infocus Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Series A Preferred (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Series A Preferred (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the NYSE or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NYSE or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Series A Preferred upon the exercise of Rights, to register and qualify such Series A Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Series A Preferred (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Series A Preferred (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Series A Preferred (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (KOHLS Corp), Rights Agreement (Accuride Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action actions as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than than, that of, of the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Duane Reade Inc), Rights Agreement (Duane Reade Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections Section 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable state securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)) Event.
Appears in 2 contracts
Samples: Rights Agreement (Magnetek Inc), Rights Agreement (Magnetek Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)) Event.
Appears in 2 contracts
Samples: Rights Agreement (Spark Networks Inc), Rights Agreement (Ameron International Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Dateso long as required under such laws.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants of this Section 9 shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Standard Pacific Corp /De/), Rights Agreement (I Flow Corp /De/)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Series A Preferred (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Series A Preferred (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the OTCQB Market (“OTCQB”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the OTCQB or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Series A Preferred upon the exercise of Rights, to register and qualify such Series A Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement under this Section 9 and provide a copy of such announcement to the Rights Agent. Notwithstanding any provision of this Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Series A Preferred (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Series A Preferred (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Series A Preferred (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s and the Rights Agent’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Tax Benefit Preservation Plan (Bebe Stores, Inc.), Debt Conversion and Purchase and Sale Agreement (B. Riley Financial, Inc.)
Reservation and Availability of Capital Stock. (a) Subject The Company will use its best efforts to Sections 7(e) reserve and 9(f) hereof, the Company shall cause to be reserved and kept keep available out of its authorized and unissued equity securities shares of Common Stock (and/or other securities) or out of its authorized and issued equity securities shares of Common Stock (and/or other securities) held in its treasury), the number of such equity securities shares of Common Stock (and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In If the event that any securities shares of Common Stock (and, following the occurrence of a Triggering Event, Common Stock or other securities) issuable and deliverable upon the exercise of the Rights are listed on any national securities exchangeexchange or automated quotation system, the Company shall will use its best effortsreasonable efforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange or automated quotation system upon official notice of issuance upon such exercise.
(c) If necessary The Company will use its best efforts and take such action as may be appropriate under, or to permit ensure compliance with, the issuance of applicable federal and state securities upon exercise laws in connection with the exercisability of the Rights. The Company may temporarily suspend, for up to 90 days after a Distribution Date, the exercisability of the Rights in order to achieve compliance, as determined solely by the Board of Directors, with applicable federal and state securities laws. Upon any such suspension, the Company shall use will issue a public announcement or send a written notice to holders of its best effortsCommon Stock stating that the exercisability of the Rights has been temporarily suspended, from and after as well as issue a public announcement or send a written notice to holders of its Common Stock at such time as the Distribution Date, suspension no longer remains in effect. Notwithstanding any provision of this Agreement to register and qualify such securities under the Securities Actcontrary, the Exchange Act and Rights will not be exercisable in any other applicable securities laws and to keep jurisdiction if the requisite qualification in such registration effective until the earlier of the Redemption Date jurisdiction has not been obtained, or the exercise of such Rights Expiration Dateis not permitted under applicable law.
(d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities shares of Common Stock (and/or other securities) delivered upon exercise of the Rights shallwill, at the time of delivery of the certificates for such securities (subject to shares upon payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securitiesnonassessable.
(e) The Company shall further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Rights Certificates and any Common Stock or of any securities other certificates issued upon the exercise of Rights. The Company shall will not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate Rights Certificates to a Person other than, or the issuance or delivery of a certificate for securities Common Stock (or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Right Certificate representing Rights surrendered for exercise, Certificates or to issue or deliver any certificate for securities upon Common Stock or other certificates in a name other than that of the exercise of any Right registered holder until any such tax shall have has been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Mercantile Bancorp, Inc.), Shareholder Rights Agreement (Mercantile Bancorp, Inc.)
Reservation and Availability of Capital Stock. (a) Subject The Company covenants and agrees that it will cause to Sections 7(ebe reserved and kept available, out of and to the extent of its authorized and unissued Junior Preferred Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares or other securities) and 9(for shares held in its treasury, the number of Junior Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares or other securities) hereofthat, as provided in this Agreement, including Section 11(a)(iii), will be sufficient to permit the exercise in full of all outstanding Rights. Prior to the occurrence of a Triggering Event, the Company shall not be obligated to cause to be reserved and kept available out of its authorized and unissued equity securities Common Shares or shares of preferred stock (or out of its authorized and issued equity securities held in its treasuryother than Junior Preferred Shares), the number any such Common Shares or any shares of such equity securities that will from time to time be sufficient preferred stock (other than Junior Preferred Shares) to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the The Company shall use its best efforts(i) cause, from and after such time as the Rights become exercisable, to cause the Rights and all such securities Junior Preferred Shares (and following the occurrence of a Triggering Event, Common Shares, issued or reserved for such issuance upon exercise thereof) to be listed on such or admitted for trading by the NASDAQ National Market ("Nasdaq National Market") or any other national securities exchange upon official notice of issuance upon such exercise.
exercise and (cii) If if then necessary to permit the offer and issuance of securities upon exercise such Junior Preferred Shares (and, following the occurrence of the Rightsa Triggering Event, the Company shall use its best effortsCommon Shares or other securities), from and after the Distribution Date, to register and qualify such securities Junior Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares or other securities) under the Securities Act, the Exchange Act and any other applicable state securities or "blue sky" laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the Redemption Expiration Date or the Rights Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or to comply with such blue sky laws. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.
(dc) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure insure that all securities Junior Preferred Shares (and following the occurrence of a Triggering Event, Common Shares or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise PricePurchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable securitiesshares in accordance with applicable law.
(ed) The Company shall further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any securities Junior Preferred Shares (or Common Shares or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Rights Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities Junior Preferred Shares (or Common Shares or other securities, as the case may be) upon exercise of Rights in respect of a name other than that of, the registered holder of record of the Right Certificate representing Rights surrendered for exerciseCertificate, or and the Company shall not be required to issue or deliver any a Rights Certificate or certificate for securities upon Junior Preferred Shares (or Common Shares or other securities, as the exercise case may be) to a Person other than such holder of any Right record, until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Z Tel Technologies Inc), Rights Agreement (Z Tel Technologies Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System (“Nasdaq”) (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and governmental charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or governmental charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such transfer tax or governmental charge shall have been paid (any such transfer tax or governmental charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such transfer tax or governmental charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Bally Total Fitness Holding Corp), Rights Agreement (Design Within Reach Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchange, including The NASDAQ Stock Market, Inc. (“Nasdaq”), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action actions as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than than, that of, of the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Amerigon Inc), Rights Agreement (Amerigon Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the The Company shall cause to be reserved and kept available agrees that it will reserve out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), Common Stock the number of such equity securities shares of Common Stock that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In So long as the event that any securities shares of Common Stock issuable upon the exercise of the Rights are may be listed on any national securities exchange, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares of Common Stock reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall agrees that it will take all such action as that may be necessary to ensure that all securities shares of Common Stock delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares of Common Stock (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securitiesshares (except as otherwise provided by a corporation law applicable to the Company).
(ed) The Company shall further agrees that it will pay when due and payable any and all federal and or state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any securities shares of Common Stock upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate Rights Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities shares of Common Stock in respect of a name other than that of, the registered holder of the Right Rights Certificate representing evidencing Rights surrendered for exercise, or to issue or to deliver any certificate certificates for securities shares of Common Stock upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.
(fe) With respect The Company shall use reasonable efforts to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii(i) and (iii) hereoffile, the foregoing covenants shall be applicable only upon and as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event or an exchange pursuant to Section 24 on which the consideration to be delivered by the Company upon exercise or exchange of the Rights has been determined in accordance with Section 11(a) or Section 24, as the case may be, a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights or exchanged for the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(e), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any suspension of the exercisability of the Rights referred to in this Section 9(e), the Company shall issue a public announcement that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained.
Appears in 2 contracts
Samples: Rights Agreement (Brown & Brown Inc), Rights Agreement (Brown & Brown Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereofthe terms of its certificate of incorporation, the Company shall agrees that it will use its best efforts to cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), Preferred Stock the number of such equity securities shares of Preferred Stock that will from time to time be sufficient to permit the exercise in full of all outstanding Rights, and, after the occurrence of a Triggering Event shall so reserve a number of shares of Preferred Stock (or other securities) that will be sufficient to permit the exercise in full of all outstanding rights according to Section 7.
(b) In So long as the event that shares of Preferred Stock (and, after the occurrence of a Triggering Event, any securities other securities) issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or quoted on NASDAQ, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all shares of Preferred Stock or such other securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall agrees that it will take all such action as that may be necessary to ensure that all securities shares of Preferred Stock (or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares of Preferred Stock (or other securities) (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securitiesshares (except as otherwise provided by a corporation law applicable to the Company).
(ed) The Company shall further agrees that it will pay when due and payable any and all federal and or state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any securities shares of Preferred Stock (or other securities) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate Rights Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities shares of Preferred Stock (or other securities) in respect of a name other than that of, the registered holder of the Right Rights Certificate representing evidencing Rights surrendered for exercise, or to issue or to deliver any certificate certificates for securities shares of Preferred Stock (or other securities) upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.
(fe) With respect The Company shall use its best efforts to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii(i) and (iii) hereoffile, the foregoing covenants shall be applicable only upon and as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event or an exchange pursuant to Section 24 on which the consideration to be delivered by the Company upon exercise or exchange of the Rights has been determined in accordance with Section 11(a) or Section 24, as the case may be, a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights or exchanged for the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(e), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any suspension of the exercisability of the Rights referred to in this Section 9(e), the Company shall issue a public announcement that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained.
Appears in 2 contracts
Samples: Rights Agreement (Jabil Circuit Inc), Rights Agreement (Jabil Circuit Inc)
Reservation and Availability of Capital Stock. (a) Subject The Company covenants and agrees that it will, to Sections 7(e) and 9(f) hereofthe extent reasonably practicable, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (Preferred Shares, or out of its authorized and issued equity securities any Preferred Shares held in its treasury), the number of such equity securities Preferred Shares that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7 hereof.
(b) In So long as the event that any securities Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares or other securities) issuable upon the exercise of the Rights are may be listed on any national securities exchange, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure insure that all securities delivered one one-hundredths of a Preferred Share (and, following the occurrence of a Triggering Event, Common Shares or other securities) deliverable upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(ed) The Company shall further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities one one-hundredths a Preferred Share (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of certificates or depositary receipts for a certificate for securities number of one one-hundredths of a Preferred Share (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, or to issue or deliver any certificate certificates for securities a number of one one-hundredth of a Preferred Share (or Common Shares and/or other securities, as the case may be) upon the exercise of any Right Rights until any such tax shall have has been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Alpine Group Inc /De/), Rights Agreement (Celadon Group Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Series A Preferred (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Series A Preferred (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on The NASDAQ Global Select Market (“NASDAQ”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NASDAQ or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Series A Preferred upon the exercise of Rights, to register and qualify such Series A Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Series A Preferred (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Series A Preferred (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Series A Preferred (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Tax Benefit Preservation Plan (Transcept Pharmaceuticals Inc), Tax Benefit Preservation Plan (ModusLink Global Solutions Inc)
Reservation and Availability of Capital Stock. (a) Subject The Company covenants and agrees that, prior to Sections 7(e) the Distribution Date and 9(fsubject to Section 11(a)(iii) hereof, the Company shall it will cause to be reserved and kept available out of its authorized and unissued equity shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities (or out of its authorized and issued equity securities shares held in its treasury), ) the number of such equity securities that shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights or will take such other steps as are appropriate to assure that the number of shares or securities (or their equivalents) sufficient to permit the exercise in full of all outstanding Rights will be available upon such exercise.
(b) In So long as the event that any securities shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights are may be listed on any national securities exchange, the Company shall covenants and agrees to use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such shares or other securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall covenants and agrees to take all such action as may be necessary to ensure that all securities one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) delivered upon exercise of the Rights shallshall be, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and issued, fully paid and nonassessable securitiesnon-assessable shares.
(ed) The Company shall further covenants and agrees to pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities certificates for one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or in respect of the issuance or delivery of a certificate for securities number of one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing Certificates evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities a number of one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(fe) With respect The Company covenants and agrees to the Common Shares and/or other securities issuable pursuant use its best efforts to Section 11(a)(ii(i) prepare and (iii) hereoffile, the foregoing covenants shall be applicable only upon and as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined (if necessary) in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the securities purchasable upon exercise of the Rights on an appropriate form, provided, however, that the Company shall not be required to file such a registration statement if it determines that registration is not required under the Act, (ii) cause such registration statement, if required, to become effective as soon as practicable after such filing and (iii) cause such registration statement, if required, to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company will also take such action as may be appropriate under, or to assure compliance with, the securities laws of the several states in connection with the exercisability of the Rights. The Company may temporarily suspend the exercisability of the Rights for a period not to exceed ninety days after the date set forth in clause (i) of the first sentence of this paragraph in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as the registration statement has been declared
Appears in 2 contracts
Samples: Rights Agreement (Kuhlman Corp), Rights Agreement (Kuhlman Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), Common Shares the number of such equity securities Common Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Common Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Common Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Common Shares upon the exercise of Rights, to register and qualify such Common Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall promptly provide the Rights Agent with copies of such announcements. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Common Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Common Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Common Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Coach Inc), Rights Agreement (Coach Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Series A Preferred (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Series A Preferred (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the NASDAQ Global Select Market (“NASDAQ”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NASDAQ or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Series A Preferred upon the exercise of Rights, to register and qualify such Series A Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Series A Preferred (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Series A Preferred (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Series A Preferred (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (AN2 Therapeutics, Inc.), Rights Agreement (Codexis Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections Section 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)) Event.
Appears in 2 contracts
Samples: Rights Agreement (Rocky Brands, Inc.), Rights Agreement (Rocky Brands, Inc.)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Series A Preferred (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Series A Preferred (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the New York Stock Exchange (“NYSE”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NYSE or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Series A Preferred upon the exercise of Rights, to register and qualify such Series A Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed 120 days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Series A Preferred (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Series A Preferred (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Series A Preferred (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Cubic Corp /De/), Rights Agreement
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the Nasdaq Stock Market LLC (“NASDAQ”) or any other national securities exchange, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NYSE or such other exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, all Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or “Blue Sky” laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective, unless an exemption therefrom is available. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Pericom Semiconductor Corp), Rights Agreement (Pericom Semiconductor Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, the Company shall agrees that it will cause to be reserved and kept available out of its authorized and unissued equity Preferred Shares (and, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares and/or other securities (or out of its authorized and issued equity securities shares held in its treasury), the number of such equity securities that Preferred Shares (and following the occurrence of a Triggering Event, Common Shares and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In So long as the event that any securities Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or securities) issuable and deliverable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or inter-dealer quotation system of a registered national securities association on which the Preferred Shares may from time to time be listed, traded or quoted, the Company shall use its best effortsreasonable efforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange or quotation system upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities one eight-hundredths of a Preferred Share (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securitiesnonassessable.
(ed) The In the event that there shall not be sufficient Preferred Shares issued but not outstanding or authorized but unissued to permit the exercise of Rights in accordance with Section 11 hereof, as the case may be, the Company shall pay when due covenants and payable any and agrees that it will take all federal and state transfer taxes and charges that such action as may be payable in respect of the necessary to authorize additional Preferred Shares for issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall notRights pursuant to Section 11 hereof, as the case may be; provided, however, be required that if the Company is unable to cause the authorization of additional Preferred Shares, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, (i) upon surrender of a Right, pay any transfer tax that may be payable cash equal to the Purchase Price in respect lieu of any transfer or delivery issuing Preferred Shares and requiring payment therefor, (ii) upon due exercise of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder and payment of the Purchase Price for each Preferred Share as to which such Right Certificate representing Rights surrendered for exerciseis exercised, or issue equity securities having a value equal to issue or deliver any certificate for securities upon the exercise value of any Right until any such tax shall the Preferred Shares that otherwise would have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and 11 hereof, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company, or (iii) upon due exercise of a Right and payment of the Purchase Price for each Preferred Share as to which such Right is exercised, distribute a combination of Preferred Shares, cash and/or other equity and/or debt securities having an aggregate value equal to the value of the Preferred Shares that otherwise would have been issuable pursuant to Section 11 hereof, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the Distribution Date to which it is a party) prevent the Company from paying the full amount payable in accordance with the foregoing covenants sentence, the Company shall be applicable only upon and following pay to holders of the occurrence of Rights as to which such payments are being made all amounts that are not then restricted on a Section 11(a)(ii)pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full.
Appears in 2 contracts
Samples: Rights Agreement (Intervoice Brite Inc), Rights Agreement (Intervoice Brite Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company --------------------------------------------- covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall promptly notify the Rights Agent in writing thereof and issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect (with prompt notice thereof to the Rights Agent). Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Varco International Inc /De/), Rights Agreement (Varco International Inc /De/)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, the Company shall agrees that it will cause to be reserved and kept available out of its authorized and unissued equity securities (shares of Preferred Stock or out any shares of its authorized and issued equity securities Preferred Stock held in its treasury), the number of such equity securities that will from time to time be shares of Preferred Stock sufficient to permit the exercise in full of all outstanding RightsRights as provided in this Rights Agreement.
(b) In So long as the event that any securities Preferred Stock issuable upon the exercise of the Rights are may be listed on any national securities exchange, the Company shall use its reasonable best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on any such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise one one-thousandths of a share of Preferred Stock (and following the Rights occurrence of a Section 9(a)(ii) Event, Common Stock and/or other securities) shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise PricePurchase Price and compliance with all other applicable provisions of this Rights Agreement), be duly and validly authorized and issued and issued, fully paid and nonassessable securitiesnonassessable.
(ed) The Company shall pay when due and payable any and all federal and state transfer taxes and other governmental charges that which may be payable in respect of the issuance or delivery of the Right Certificates or and of any certificates (or Book Entry) for shares of Preferred Stock (or Common Stock and/or other securities as the case may be) upon the exercise or exchange of Rights. The Company shall not, however, be required to pay any transfer tax that or other governmental charge which may be payable in respect of any transfer transfer, issuance or delivery of a any Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates or depository receipts for shares of Preferred Stock (or Common Stock and/or other securities as the case may be) in respect of a name other than than, that of, of the registered holder of the applicable Right Certificate representing Rights surrendered for exercise, Certificate. Prior to any such issuance or to issue or deliver any certificate for securities upon the exercise delivery of any Right until Certificates or any certificates (or Book Entry) for Preferred Stock (or Common Stock and/or other securities as the case may be), any such tax or other governmental charge shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has shall have been established to the Company's ’s and the Rights Agent’s satisfaction that no such tax or other governmental charge is due.
(fe) With respect From and after such time as the Rights become exercisable, if then necessary to permit the issuance of shares of Preferred Stock upon the exercise of Rights, the Company shall use its reasonable best efforts to register and qualify such shares of Preferred Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (to the Common Shares and/or other extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date as of which the Rights are no longer exercisable for such securities issuable and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 120 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 11(a)(ii8(e) and (iii) hereofgive the Rights Agent a copy of such announcement. Notwithstanding any provision of this Rights Agreement to the contrary, the foregoing covenants Rights shall not be applicable only upon exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and following until a registration statement under the occurrence of a Section 11(a)(ii)Securities Act shall have been declared effective, unless an exemption therefrom is available.
Appears in 2 contracts
Samples: Rights Agreement (Tribune Publishing Co), Rights Agreement (Tribune Publishing Co)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on The NASDAQ Global Select Market (“NASDAQ”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NASDAQ or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Stock upon the exercise of Rights, to register and qualify such Preferred Stock under the Securities Act, and any applicable state securities or “Blue Sky” laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section and give the Rights Agent a copy of such announcement. Notwithstanding any provision of this Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s or the Rights Agent’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Tax Benefit Preservation Plan (Leap Wireless International Inc), Tax Benefit Preservation Plan (Leap Wireless International Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Incentive Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Incentive Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Incentive Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the NASDAQ Global Select Market (“NASDAQ”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NASDAQ or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Incentive Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Incentive Stock upon the exercise of Rights, to register and qualify such Incentive Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Incentive Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Incentive Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Incentive Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Mentor Graphics Corp), Rights Agreement (Mentor Graphics Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq"), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange or so traded in such over-the-counter market, upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) shares. The Company shall further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Gardenburger Inc), Rights Agreement (Quantum Direct Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The shares. From and after such time as the Rights become exercisable, the Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of use its best efforts, if then necessary to permit the issuance or delivery of the Right Certificates or of any securities Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company shall notmay temporarily suspend, however, be required for a period of time not to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that ofexceed 90 days, the registered holder exercisability of the Right Certificate representing Rights surrendered for exercise, or in order to issue or deliver any certificate for securities upon prepare and file a registration statement under the exercise of any Right until Securities Act and permit it to become effective. Upon any such tax suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been paid obtained and until a registration statement under the Securities Act (any such tax being payable by the holder of such Right Certificate at the time of surrenderif required) or until it has shall have been established to the Company's satisfaction that no such tax is duedeclared effective.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (Leap Wireless International Inc), Rights Agreement (J2 Communications /Ca/)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)) Event.
Appears in 2 contracts
Samples: Rights Agreement (Pacific Gulf Properties Inc), Rights Agreement (Sports Club Co Inc)
Reservation and Availability of Capital Stock. (a) Subject The Company covenants and agrees that at all times prior to Sections 7(e) and 9(f) hereof, the Company shall Expiration Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Triggering Event, out of its authorized and issued equity unissued Common Shares or other securities as may be issuable upon exercise of the Rights and/or out of its securities held in its treasury, as the case may be), the number of such equity securities that Preferred Shares (and, following the occurrence of a Triggering Event, to the extent reasonably practicable, Common Shares or other securities, as the case may be) that, as provided in this Agreement, including, but not limited to, Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all of the outstanding Rights. Upon the occurrence of any events resulting in an increase in the aggregate number of Preferred Shares (or other equity securities of the Company) issuable upon exercise of all outstanding Rights above the number then reserved, the Company shall make appropriate increases in the number of shares so reserved. Notwithstanding the foregoing, the Company shall, at all times on or after the date of this Agreement and prior to the Expiration Date, cause to be reserved and kept available out of its authorized and unissued Common Shares at least 3,000,000,000 Common Shares for issuances upon exercise or exchange of the Rights hereunder, subject to such adjustment or waiver as deemed appropriate by the Special Committee.
(b) In So long as the event that any securities Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares or other securities, as the case may be) issuable and deliverable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or quoted on a quotation system, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisableexercisable through the Expiration Date, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange or quoted on such quotation system, as the case may be, upon official notice of issuance upon such exercise.
(c) If necessary The Company shall use its best efforts to permit (i) file, as soon as practicable following the issuance earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a) hereof, a registration statement on an appropriate form under the Securities Act, with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) calendar days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall use its best effortsissue a public announcement (with prompt written notice thereof to the Rights Agent; and until such written notice is received by the Rights Agent, from the Rights Agent may presume conclusively that no such suspension has occurred) stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect (with prompt written notice thereof to the Rights Agent; and after until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively that such suspension is still in effect). In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company similarly may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any provision of this Agreement to register and qualify such securities under the Securities Actcontrary, the Exchange Act and Rights shall not be exercisable in any other jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable securities laws and law, or a registration statement shall not have been declared effective. The Company shall give written notice to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration DateAgent of any such limitation on the exercise of Rights and absent such written notice, the Rights Agent may conclusively presume that there is no limitation on the exercise of Rights.
(d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities one ten-thousandths of a Preferred Share (and, following the occurrence of a Triggering Event, Common Shares or other securities, as the case may be) delivered upon exercise of the Rights shall, at the time of delivery of the certificates or depositary receipts for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securitiesnonassessable.
(e) The Company shall further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any securities certificates, entries in the book entry account system of the transfer agent, or depositary receipts for a number of one ten-thousandths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares or other securities, cash or other assets, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge that may be payable in respect of any transfer or delivery of a Right Certificate Rights Certificates or depositary receipts or entries in the book entry account system of the transfer agent to a Person other than, or the issuance or delivery of a certificate for securities number of one ten-thousandths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares or other securities, cash or other assets, as the case may be) in respect of a name other than that of, of the registered holder of the Right Certificate representing Rights Certificates evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates or depositary receipts or entries in the book entry account system of the transfer agent for securities a number of one ten-thousandths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares or other securities, cash or other assets as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's ’s or to the Rights Agent’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 2 contracts
Samples: Rights Agreement (AiAdvertising, Inc.), Securities Purchase Agreement (AiAdvertising, Inc.)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, commencing not later than five business days following the Company shall Record Date, it will cause to be reserved and kept available out of its authorized and unissued equity Preferred Shares or other securities (or out of its authorized and issued equity any Preferred Shares or other securities held in its treasury), the number of such equity Preferred Shares or shares of other securities that that, as provided in this Agreement (including Section 11(a)(iv) hereof), will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure insure that all Preferred Shares and/or other securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price)) , be duly and validly authorized and issued and fully paid and nonassessable securitiesshares.
(ec) The Company shall covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares and/or other securities, as the case may be, upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of a certificate certificates or depositary receipts for securities Preferred Shares and/or other securities, as the case may be, in respect of a name other than that of, of the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates or depositary receipts for securities Preferred Shares and/or other securities, as the case may be, upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(fd) With So long as the Preferred Shares (and/or other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(e) The Company shall use its best efforts to (i) file as soon as practicable following the Stock Acquisition Date (or if required by law prior to the Stock Acquisition Date, as soon as possible following the Distribution Date), a registration statement under the Act with respect to the Common Shares and/or other securities issuable pursuant purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to Section 11(a)(ii) become effective as soon as practicable after such filing and (iii) hereofcause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the expiration of the Rights. The Company will also take such action as may be appropriate to ensure compliance with the securities or "blue sky" laws of the various states. The Company may temporarily suspend, in accordance with applicable law, for a period of time not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(e), the foregoing covenants exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable only upon and following the occurrence of law or a Section 11(a)(ii)registration statement shall not have been declared effective.
Appears in 2 contracts
Samples: Rights Agreement (Fleetboston Financial Corp), Rights Agreement (Fleetboston Financial Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the Nasdaq National Market ("Nasdaq"), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange or so traded in such over-the-counter market, upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) shares. The Company shall further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, the Company shall agrees that it will cause to be reserved and kept available out of its authorized and unissued equity shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities (or out of its authorized and issued equity securities shares held in its treasury), the number of such equity securities that shares of Series A Preferred Stock and Series B Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In So long as the event that any securities shares of Series A Preferred Stock (and, following the occurrence of a Triggering Event, Class A Common Stock and/or other securities) issuable and deliverable upon the exercise of the Class A Rights are may be listed or admitted to trading on any national securities exchange, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares of Class A Common Stock reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit From and after such time as the issuance of securities upon exercise of the RightsRights become exercisable, the Company shall use its best efforts, from and after if then necessary to permit the Distribution Dateissuance of shares of Series A Preferred Stock upon the exercise of Rights, to register and qualify such securities the shares of Series A Preferred Stock under the Securities Act, the Exchange Act and any other applicable state securities or “Blue Sky” laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of the Redemption Date or date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Class A Rights in order to prepare and file a registration statement under the Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Class A Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9 and give the Rights Agent a copy of such announcement. Notwithstanding any provision of this Agreement to the contrary, the Class A Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Act shall have been declared effective, unless an exemption therefrom is available.
(d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities shares, whether whole or fractional, of Preferred Stock and all Warrants (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securitiesnon-assessable.
(e) The Company shall pay further covenants and agrees that it will pay, when due and payable any and all federal and state transfer taxes and charges that which may be payable payable, in respect of the issuance or delivery of the Right Rights Certificates or of any securities certificates for a number of Units of Preferred Stock or Warrants, as applicable (or Common Stock and/or other securities, as the case may be), upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Rights Certificates to a Person other than, or the issuance or delivery of a certificate for securities number of Units of Preferred Stock or Warrants, as applicable (or Common Stock and/or other securities, as the case may be), in respect of a name other than that of, of the registered holder of the Right Certificate representing Rights Certificates evidencing Rights surrendered for exercise, or nor shall the Company be required to issue or deliver any certificate certificates for securities a number of Units of Preferred Stock or Warrants, as applicable (or Common Stock and/or other securities, as the case may be), in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's ’s and the Rights Agent’s reasonable satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (iHeartMedia, Inc.)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, the Company shall agrees that it will cause to be reserved and kept available out of its authorized and unissued equity securities (shares of Preferred Stock or out any shares of its authorized and issued equity securities Preferred Stock held in its treasury), the number of such equity securities that will from time to time be shares of Preferred Stock sufficient to permit the exercise in full of all outstanding RightsRights as provided in this Rights Agreement.
(b) In So long as the event that any securities Preferred Stock issuable upon the exercise of the Rights are may be listed on any national securities exchange, the Company shall use its reasonable best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on any such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise one one-thousandths of a share of Preferred Stock (and following the Rights occurrence of a Section 9(a)(ii) Event, Common Stock and/or other securities) shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise PricePurchase Price and compliance with all other applicable provisions of this Rights Agreement), be duly and validly authorized and issued and issued, fully paid and nonassessable securitiesnonassessable.
(ed) The Company shall pay when due and payable any and all federal and state transfer taxes and other governmental charges that which may be payable in respect of the issuance or delivery of the Right Certificates or and of any certificates (or Book Entry) for shares of Preferred Stock (or Common Stock and/or other securities as the case may be) upon the exercise or exchange of Rights. The Company shall not, however, be required to pay any transfer tax that or other governmental charge which may be payable in respect of any transfer transfer, issuance or delivery of a any Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates or depository receipts for shares of Preferred Stock (or Common Stock and/or other securities as the case may be) in respect of a name other than than, that of, of the registered holder of the applicable Right Certificate representing Rights surrendered for exercise, Certificate. Prior to any such issuance or to issue or deliver any certificate for securities upon the exercise delivery of any Right until Certificates or any certificates (or Book Entry) for Preferred Stock (or Common Stock and/or other securities as the case may be), any such tax or other governmental charge shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has shall have been established to the Company's ’s and the Rights Agent’s satisfaction that no such tax or other governmental charge is due.
(fe) With respect From and after such time as the Rights become exercisable, if then necessary to permit the issuance of shares of Preferred Stock upon the exercise of Rights, the Company shall use its reasonable best efforts to register and qualify such shares of Preferred Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (to the Common Shares and/or other extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date as of which the Rights are no longer exercisable for such securities issuable and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 120 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 11(a)(ii8(e) and (iii) hereofgive the Rights Agent a copy of such announcement. Notwithstanding any provision of this Right Agreement to the contrary, the foregoing covenants Rights shall not be applicable only upon exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and following until a registration statement under the occurrence of a Section 11(a)(ii)Securities Act shall have been declared effective, unless an exemption therefrom is available.
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company --------------------------------------------- covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq"), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange or so traded in such over-the-counter market, upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) shares. The Company shall further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Class A Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Class A Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Class A Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the New York Stock Exchange, Inc. (the "NYSE"), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on the NYSE upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Class A Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Board Committee may cause the Company to temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Board Committee shall cause the Company to issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company shall further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Class A Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Class A Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Class A Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Termination Agreement (Alpharma Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the Nasdaq Stock Market ("NASDAQ") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange or so traded in such over-the-counter market, upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) shares. The Company shall further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)or
Appears in 1 contract
Samples: Rights Agreement (Hyseq Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on New York Stock Exchange ("NYSE") or any other national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") (including the National Market and the Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NYSE or such other exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The shares. From and after such time as the Rights become exercisable, the Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of use its best efforts, if then necessary to permit the issuance or delivery of the Right Certificates or of any securities Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company shall notmay temporarily suspend, however, be required for a period of time not to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)exceed one hundred
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
Rights in accordance with the provisions of this Agreement. So long as the Preferred Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on The NASDAQ Global Market (“NASDAQ”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NASDAQ or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Preferred Stock upon the exercise of Rights, to register and qualify such Preferred Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time, for a period of time not to exceed one hundred twenty (120) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9 and provide the Rights Agent with a copy of such announcement. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates or depositary receipts for securities the Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates or depositary receipts for securities Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s or the Rights Agent’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (GeoEye, Inc.)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company --------------------------------------------- covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Keystone Automotive Industries Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Series A Preferred (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Series A Preferred (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the New York Stock Exchange (“NYSE”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NYSE or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Series A Preferred upon the exercise of Rights, to register and qualify such Series A Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Series A Preferred (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Series A Preferred (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Series A Preferred (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the NASDAQ Capital Market (“NASDAQ”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NASDAQ or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Preferred Stock upon the exercise of Rights, to register and qualify such Preferred Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Incentive Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity securities held in its treasury), unissued Common Stock or other securities) the number of such equity securities shares of Incentive Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Incentive Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the NASDAQ Global Select Market (“NASDAQ”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NASDAQ or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Incentive Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Incentive Stock upon the exercise of Rights, to register and qualify such Incentive Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed one hundred twenty (120) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Incentive Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Incentive Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Incentive Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject The Corporation covenants and agrees that, (i) from and after the Distribution Date but prior to Sections 7(e) and 9(f) hereofa Trigger Event, the Company it shall cause to be reserved and kept available out of its Available Common Shares a reasonable number of Common Shares that would permit the exercise of outstanding Rights, and (ii) following a Trigger Event, with due regard to the ability to use Substitute Value under Section 11(a)(iii), it shall cause to be reserved and kept available out of Issuable Shares which are authorized and unissued equity securities (or out of its authorized and issued equity securities held in the Corporation’s treasury (or, to the extent not so available, it shall use its treasuryreasonable efforts to make available additional Issuable Shares), the number of such equity securities that will from time to time would be sufficient to permit the exercise in full of all outstanding Rights.
(b) In So long as the event that any securities Common Shares (and, following a Trigger Event, Issuable Securities) issuable and deliverable upon the exercise of the Rights are listed may be listed, admitted to trade or quoted on any national securities exchange, trading market or automated quotation system, the Company Corporation shall use its best efforts, from and after such time as the Rights become exercisable, all reasonable efforts to cause all such securities issued or Issuable Securities reserved for such issuance to be listed listed, traded or quoted on such exchange exchange, market or quotation system upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from The Corporation covenants and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall agrees that it will take all such action as may be necessary to ensure that all Common Shares (or Common Stock Equivalents and other securities of the Corporation, as the case may be) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for representing such shares or other securities (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable non-assessable shares or securities.
(ed) The Company Corporation covenants and agrees that, except as set forth in Section 6 and this Section 9(d), it shall pay when due and payable any and all federal and state transfer taxes and governmental charges that which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any securities certificates representing Common Shares (or following a Trigger Event, Issuable Securities) upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any transfer such tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Rights Certificates to a Person other than, or the issuance or delivery of any certificates representing the Common Shares (or following a certificate for securities Trigger Event, Issuable Securities) in respect of a name other than that of, the registered holder of the Right Certificate Rights Certificates representing Rights surrendered for exercise, or to issue or deliver any certificate for securities certificates representing Common Shares (or following a Trigger Event, Issuable Securities) in a name other than that of the registered holder upon the exercise of any Right Rights, until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's Corporation’s satisfaction that no such tax or charge is due.
(fe) With If then necessary to permit the issuance of the Common Shares or other securities issuable upon exercise of the Rights, the Corporation shall use all reasonable efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Corporation upon exercise of the Rights has been determined in accordance with this Agreement, a registration statement under the Securities Act, and a qualification under any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are unavailable), with respect to the Common Shares and/or or other securities issuable pursuant purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement and any qualifications to Section 11(a)(ii) become effective as soon as practicable after such filing, and (iii) hereofcause such registration statement and any qualifications to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the Expiration Date. The Corporation will also take such action as may be appropriate under, or to ensure compliance with, the foregoing covenants securities or “blue sky” laws of the various states in connection with the exercisability of the Rights.
(f) The Corporation may temporarily suspend, for a period of time not to exceed ninety days after the date set forth in clause (i) of the first sentence of Section 9(e) (the “Cut-Off Date”), the exercisability of the Rights in order to prepare and file a registration statement and permit it to become effective. In addition, if the Corporation shall be applicable only upon and following the occurrence of determine that a Section 11(a)(ii)registration
Appears in 1 contract
Samples: Shareholder Rights Agreement (Overland Storage Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the Nasdaq National Market ("Nasdaq"), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange or so traded in such over-the-counter market, upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) shares. The Company shall further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, Preferred Shares (or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)Shares
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Junior Preferred (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Junior Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Junior Preferred (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the New York Stock Exchange (“NYSE”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NYSE or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Junior Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Junior Preferred upon the exercise of Rights, to register and qualify such Junior Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Junior Preferred (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Junior Preferred (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Junior Preferred (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Viad Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Xxxxxxx Xxxxx, Xxxxxx Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the New York Stock Exchange, Inc. (the “NYSE”), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on the NYSE upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Dex Media Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights (other than with respect to a Section 13(a) Event).
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s or the Rights Agent’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)) Event.
Appears in 1 contract
Samples: Rights Agreement (CSK Auto Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, the Company shall agrees that it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued Junior Preferred Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued equity securities (Common Shares or out of its authorized and issued equity securities other securities) or shares held in its treasury), the number of such equity securities that Junior Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares or other securities) that, as provided in this Agreement, including Section 11(a)(iii), will from time to time be sufficient to permit the exercise in full of all outstanding Rights. Prior to the occurrence of a Triggering Event, the Company shall not be obligated to cause to be reserved and kept available, out of its authorized and unissued Common Shares or shares of preferred stock (other than Junior Preferred Shares), any such Common Shares or any shares of preferred stock (other than Junior Preferred Shares) to permit exercise of outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the The Company shall use its best efforts(i) cause, from and after such time as the Rights become exercisable, to cause the Rights and all such securities Junior Preferred Shares (and following the occurrence of a Triggering Event, Common Shares, issued or reserved for such issuance upon exercise thereof) to be listed on such or admitted for trading by the Nasdaq National Market ("Nasdaq National Market") or any other ---------------------- national securities exchange upon official notice of issuance upon such exercise.
exercise and (cii) If if then necessary to permit the offer and issuance of securities upon exercise such Junior Preferred Shares (and, following the occurrence of the Rightsa Triggering Event, the Company shall use its best effortsCommon Shares or other securities), from and after the Distribution Date, to register and qualify such securities Junior Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares or other securities) under the Securities Act, the Exchange Act and any other applicable state securities or "blue sky" laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the Redemption Expiration Date or the Rights Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or to comply with such blue sky laws. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.
(dc) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure insure that all securities Junior Preferred Shares (and following the occurrence of a Triggering Event, Common Shares or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise PricePurchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable securitiesshares in accordance with applicable law.
(ed) The Company shall further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any Junior Preferred Shares (or Common Shares, other securities or assets, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Rights Certificates to a Person other than, or the issuance or delivery of a certificate certificates for Junior Preferred Shares (or Common Shares, other securities or assets, as the case may be) upon exercise of Rights in respect of a name other than that of, the registered holder of record of the Right Certificate representing Rights surrendered for exerciseCertificate, or and the Company shall not be required to issue or deliver any a Rights Certificate or certificate for securities upon Junior Preferred Shares (or Common Shares or other securities, as the exercise case may be) to a Person other than such holder of any Right record, until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Common Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock and/or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Common Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Common Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the New York Stock Exchange (“NYSE”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NYSE or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Common Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Common Stock upon the exercise of Rights, to register and qualify such Common Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Common Stock (and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Common Stock (and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Common Stock (and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), Common Shares the number of such equity securities Common Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Common Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Common Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Common Shares upon the exercise of Rights, to register and qualify such Common Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Common Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Common Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Common Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, the Company shall agrees that it will cause to be reserved and kept available out of its authorized and unissued equity shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities (or out of its authorized and issued equity securities shares held in its treasury), the number of such equity securities that shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) that, as provided in this Agreement including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In So long as the event that any securities shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) issuable and deliverable upon the exercise of the Rights are may be listed or admitted to trading on any national securities exchange, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit From and after such time as the issuance of securities upon exercise of the RightsRights become exercisable, the Company shall use its best efforts, from and after if then necessary to permit the Distribution Dateissuance of shares of Preferred Stock upon the exercise of the Rights, to register and qualify such securities shares of Preferred Stock under the Securities Act, the Exchange Act and any other applicable state securities or “Blue Sky” laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (i) the Redemption Date or date as of which the Rights are no longer exercisable for such securities and (ii) the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file a registration statement under the Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. The Company shall notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9 and give the Rights Agent a copy of such announcement. Notwithstanding anything to the contrary contained herein, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Act shall have been declared effective, unless an exemption therefrom is available.
(d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities shares, whether whole or fractional, of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securitiesnon-assessable.
(e) The Company shall pay further covenants and agrees that it will pay, when due and payable any and all federal and state transfer taxes and charges that which may be payable payable, in respect of the issuance or delivery of the Right Rights Certificates or of any securities certificates for a number of one one-thousandths (1/1,000) of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Rights Certificates to a Person other than, or the issuance or delivery of a certificate for securities number of one one-thousandths (1/1,000) of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Right Certificate representing Rights Certificates evidencing Rights surrendered for exercise, or nor shall the Company be required to issue or deliver any certificate certificates for securities a number of one one-thousandths (1/1,000) of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's ’s or the Rights Agent’s reasonable satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Corelogic, Inc.)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Series A Preferred (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. US-DOCS\133785809.2| So long as the Series A Preferred (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the NASDAQ Global Select Market (“NASDAQ”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NASDAQ or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Series A Preferred upon the exercise of Rights, to register and qualify such Series A Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Series A Preferred (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Series A Preferred (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Series A Preferred (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Kaltura Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9 and give the Rights Agent a copy of such announcement. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and governmental charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or governmental charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such transfer tax or governmental charge shall have been paid (any such transfer tax or governmental charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such transfer tax or governmental charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Cancervax Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections SECTIONS 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Coastcast Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(ethe Company's rights in Section 11(q) and 9(f) hereofor elsewhere herein to otherwise fulfill its obligations hereunder, the Company shall covenants and agrees that, from and after the Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities (Preferred Shares or out of its authorized and issued equity securities any Preferred Shares held in its treasury), the number of such equity securities that Preferred Shares that, as provided in this Rights Plan, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall not be required to reserve and keep available shares of Common Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii) or Section 13 hereof unless the Rights become exercisable pursuant to such adjustments.
(b) In So long as the event that any securities issuable upon exercise of the Rights are Common Stock is listed on any national securities exchangeexchange or listed or registered for quotation on any other market (including, without limitation, the NASDAQ Stock Market ("NASDAQ")), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, all Preferred Shares and/or other securities issuable pursuant to cause all such securities issued or reserved for such issuance outstanding Rights to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the The Company shall use its best effortsefforts to (i) file, from as soon as practicable and after as required by law following the Distribution Date, to register and qualify such securities a registration statement under the Securities Act, with respect to the Exchange Act and any other applicable securities laws and to keep purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the Redemption Date or date as of which the Rights Expiration Dateare no longer exercisable for such securities, and (B) the date of the expiration or termination of the Rights. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period or periods of time from time to time, not to exceed ninety (90) days in the aggregate after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Rights Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless or until the requisite qualification in such jurisdiction shall have been obtained.
(d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities shares delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise PricePurchase Price therefore), be duly and validly authorized and issued and fully paid and nonassessable securitiesshares.
(e) The Company shall further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any securities certificates for shares issued upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Rights Certificates to a Person other than, or the issuance or delivery of a certificate for securities shares in respect of a name other than that of, the registered holder of the Right Certificate representing Rights Certificates evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities shares in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Ameripath Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Series A Preferred (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Series A Preferred (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the Toronto Stock Exchange (“TSX”), the New York Stock Exchange (“NYSE”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the TSX, NYSE and/or such other exchange or market upon official notice of issuance and delivery of any other required documentation upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Series A Preferred upon the exercise of Rights, to register and qualify such Series A Preferred under the Securities Act, applicable Canadian securities laws and any applicable state securities or “Blue Sky” laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and/or applicable filings under applicable Canadian securities laws and permit them to become effective or in order to prepare and file any supplement or amendment to such registration statement or filings that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement under this Section 9 and provide a copy of such announcement to the Rights Agent. Notwithstanding any provision of this Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Series A Preferred (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Series A Preferred (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Series A Preferred (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s and the Rights Agent’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Tax Benefit Preservation Plan (Maxar Technologies Inc.)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The --------------------------------------------- Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq"), (including the National Market or Small Cap Market) the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange or so traded in such over-the-counter market, upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) shares. The Company shall further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Amgen Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections Section 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable state securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchange, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates or depositary receipts for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates or depositary receipts for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to ------------ --- be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be ---------------- ---- applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity securities held in its treasury), unissued Common Shares or other securities) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or quoted on the Nasdaq Stock Market ("Nasdaq") or the OTC Bulletin Board(TM), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on such market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 120 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Rentrak Corp)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System (“Nasdaq”) (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act of 1933, as amended (ethe “Securities Act”) and any applicable state securities or “Blue Sky” laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and governmental charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or governmental charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such transfer tax or governmental charge shall have been paid (any such transfer tax or governmental charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such transfer tax or governmental charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject The Company covenants and agrees that at all times prior to Sections 7(e) and 9(f) hereofthe Stock Acquisition Date, the Company shall it will cause to be reserved and kept available out of its authorized and unissued equity securities (Preferred Shares or out of its any authorized and issued equity securities Preferred Shares held in its treasury), the number of such equity securities Preferred Shares that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights and, after the Stock Acquisition Date, shall to the extent reasonably practicable, so reserve and keep available a sufficient number of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares of Common Stock and/or other securities held in its treasury which may be required to permit the exercise in full of the Rights pursuant to this Agreement.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure insure that all securities Preferred Shares (and following the Stock Acquisition Date, shares of Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securitiesshares.
(ec) The Company shall covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or shares of Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates or depositary receipts for securities Preferred Shares (or shares of Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates or depositary receipts for securities Preferred Shares (or shares of Common Stock and/or other securities, as the case may be) upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(fd) With So long as the Preferred Shares (or shares of Common Stock and/or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(e) The Company shall use its best efforts to (i) file as soon as practicable following the Stock Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required) a registration statement under the Act with respect to the Common Shares and/or other securities issuable pursuant purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to Section 11(a)(ii) become effective as soon as practicable after such filing and (iii) hereofcause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the expiration of the Rights. The Company will also take such action as may be appropriate to ensure compliance with the securities or "blue sky" laws of the various states. The Company may temporarily suspend, in accordance with applicable law, for a period of time not to exceed ninety (90) calendar days after the date set forth in clause (i) of the first sentence of this Section 9(e), the foregoing covenants exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement, and shall promptly send written notice to the Rights Agent, stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable only law or a registration statement shall not have been declared effective. The Rights Agent may assume that any Right exercised is permitted to be exercised under applicable law and shall have no liability for acting in reliance upon and following the occurrence of a Section 11(a)(ii)such assumption.
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, the Company shall agrees that it will cause to be reserved and kept available out of its authorized and unissued equity securities (shares of Preferred Stock or out any shares of its authorized and issued equity securities Preferred Stock held in its treasury), the number of such equity securities that will from time to time be shares of Preferred Stock sufficient to permit the exercise in full of all outstanding RightsRights as provided in this Rights Agreement.
(b) In So long as the event that any securities Preferred Stock issuable upon the exercise of the Rights are may be listed on any national securities exchange, the Company shall use its reasonable best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on any such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise one one-thousandths of a share of Preferred Stock (and following the Rights occurrence of a Section 9(a)(ii) Event, Common Stock and/or other securities) shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise PricePurchase Price and compliance with all other applicable provisions of this Rights Agreement), be duly and validly authorized and issued and issued, fully paid and nonassessable securitiesnonassessable.
(ed) The Company shall pay when due and payable any and all federal and state transfer taxes and other governmental charges that which may be payable in respect of the issuance or delivery of the Right Certificates or and of any certificates (or Book Entry) for shares of Preferred Stock (or Common Stock and/or other securities as the case may be) upon the exercise or exchange of Rights. The Company shall not, however, be required to pay any transfer tax that or other governmental charge which may be payable in respect of any transfer transfer, issuance or delivery of a any Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates or depository receipts for shares of Preferred Stock (or Common Stock and/or other securities as the case may be) in respect of a name other than than, that of, of the registered holder of the applicable Right Certificate representing Rights surrendered for exercise, Certificate. Prior to any such issuance or to issue or deliver any certificate for securities upon the exercise delivery of any Right until Certificates or any certificates (or Book Entry) for Preferred Stock (or Common Stock and/or other securities as the case may be), any such tax or other governmental charge shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has shall have been established to the Company's ’s and the Rights Agent’s satisfaction that no such tax or other governmental charge is due.
(fe) With respect From and after such time as the Rights become exercisable, if then necessary to permit the issuance of shares of Preferred Stock upon the exercise of Rights, the Company shall use its reasonable best efforts to register and qualify such shares of Preferred Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (to the Common Shares and/or other extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date as of which the Rights are no longer exercisable for such securities issuable and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 120 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to Section 11(a)(iithis Section 8(e) and (iii) hereofgive the Rights Agent a copy of such announcement. Notwithstanding any provision of this Rights Agreement to the contrary, the foregoing covenants Rights shall not be applicable only upon exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and following until a registration statement under the occurrence of a Section 11(a)(ii)Securities Act shall have been declared effective, unless an exemption therefrom is available.
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Series A Preferred (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Series A Preferred (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the NASDAQ Global Select Market (“ NASDAQ”) or any other national securities exchangeexchange or traded in the over-the- counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NASDAQ or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Series A Preferred upon the exercise of Rights, to register and qualify such Series A Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company shall promptly notify the Rights Agent in writing whenever it makes a public announcement pursuant to this paragraph of Section 9 and give the Rights Agent a copy of such announcement. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Series A Preferred (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Series A Preferred (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Series A Preferred (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s and the Rights Agent’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Common Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Common Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Common Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the OTC Bulletin Board (the “OTCBB”) or any national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the OTCBB or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Common Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Common Stock upon the exercise of Rights, to register and qualify such Common Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Common Stock (and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Common Stock (and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Common Stock (and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)) Event.
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Series B Preferred (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Series B Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Series B Preferred (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on The NASDAQ Global Select Market (“NASDAQ”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the NASDAQ or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Series B Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Series B Preferred upon the exercise of Rights, to register and qualify such Series B Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Series B Preferred (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of a certificate certificates for securities the Series B Preferred (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Series B Preferred (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax or charge is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject The Company covenants and agrees that it will, to Sections 7(e) and 9(f) hereofthe extent reasonably practicable, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (Preferred Shares, or out of its authorized and issued equity securities any Preferred Shares held in its treasury), the number of such equity securities Preferred Shares that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7 hereof.
(b) In So long as the event that any securities Preferred Shares (and, following the occurrence of a Triggering Event, Class A Common Shares or other securities) issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or the Nasdaq National Market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange or the Nasdaq National Market upon official notice of issuance upon such exercise.. EXHIBIT 4.1
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure insure that all securities delivered one one-hundredths of a Preferred Share (and, following the occurrence of a Triggering Event, Class A Common Shares or other securities) deliverable upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(ed) The Company shall further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities one one-hundredths of a Preferred Share (or Class A Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for a certificate for securities number of one one-hundredths of a Preferred Share (or Class A Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, or to issue or deliver any certificate certificates for securities a number of one one- hundredths of a Preferred Share (or Class A Common Shares and/or other securities, as the case may be) upon the exercise of any Right Rights until any such tax shall have has been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Iturf Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The --------------------------------------------- Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq"), (including the National Market or Small Cap Market) the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed on such exchange or so traded in such over-the- counter market, upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) shares. The Company shall further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Amgen Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its reasonable efforts, if then necessary to permit the issuance of Preferred Stock upon the exercise of Rights, to register and qualify such Preferred Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed one hundred twenty (120) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Samples: Rights Agreement (Opnext Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), Common Shares the number of such equity securities Common Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Common Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Common Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
non-assessable. From and after such time as the Rights become exercisable, the Company shall use its best efforts to, if then necessary, permit the issuance of Common Shares upon the exercise of Rights, register and qualify such Common Shares under the Securities Act of 1933, as amended (e) the "Securities Act"), and any applicable state securities or "Blue Sky" laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Common Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Common Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Common Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereofagrees that, from and after the Company shall Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Stock (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Stock or other securities or out of its shares held in its treasury), ) the number of such equity securities shares of Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Stock (band, following the occurrence of a Trigger Event, Common Stock and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
non-assessable shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Stock upon the exercise of Rights, to register and qualify such Preferred Stock under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed one hundred twenty (120) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to be reserved and kept available out of its authorized and unissued equity securities (or out of its authorized and issued equity securities held in its treasury), the number of such equity securities that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
(b) In the event that any securities issuable upon exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts, from and after such time as the Rights become exercisable, to cause all such securities issued or reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) The Company shall take all such action as may be necessary to ensure that all securities delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that of, the registered holder of the Right Certificate representing Rights surrendered for exercise, or to issue or deliver any certificate for securities upon the exercise of any Right until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s and the Rights Agent’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)) Event.
Appears in 1 contract
Samples: Rights Agreement (Chromavision Medical Systems Inc)
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on the NASDAQ Stock Market (“Nasdaq”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on the Nasdaq or such other exchange or market upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or “Blue Sky” laws (e) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed one hundred twenty (120) days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any securities Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person person other than, or the issuance or delivery of a certificate certificates for securities the Preferred Shares (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificate representing evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificate certificates for securities Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Right Rights until any such tax shall have been paid (any such tax being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable only upon and following the occurrence of a Section 11(a)(ii)
Appears in 1 contract
Reservation and Availability of Capital Stock. (a) Subject to Sections 7(e) The Company covenants and 9(f) hereof, agrees that from and after the Company shall Distribution Date it will cause to be reserved and kept available out of its authorized and unissued equity securities Preferred Shares (or and, following the occurrence of a Trigger Event, out of its authorized and issued equity unissued Common Shares or other securities or out of its shares held in its treasury), ) the number of such equity securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.
. So long as the Preferred Shares (band, following the occurrence of a Trigger Event, Common Shares and/or other securities) In the event that any securities issuable upon the exercise of the Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") (including the National Market or Small Cap Market), the Company shall use its best effortsefforts to cause, from and after such time as the Rights become exercisable, to cause all such securities issued or shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on Nasdaq upon official notice of issuance upon such exercise.
(c) If necessary to permit the issuance of securities upon exercise of the Rights, the Company shall use its best efforts, from and after the Distribution Date, to register and qualify such securities under the Securities Act, the Exchange Act and any other applicable securities laws and to keep such registration effective until the earlier of the Redemption Date or the Rights Expiration Date.
(d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all securities Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable securities.
(e) The shares. From and after such time as the Rights become exercisable, the Company shall pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of use its best efforts, if then necessary to permit the issuance or delivery of the Right Certificates or of any securities Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or "Blue Sky" laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company shall notmay temporarily suspend, however, be required for a period of time not to pay any transfer tax that may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of a certificate for securities in respect of a name other than that ofexceed 90 days, the registered holder exercisability of the Right Certificate representing Rights surrendered for exercise, or in order to issue or deliver any certificate for securities upon prepare and file a registration statement under the exercise of any Right until Securities Act and permit it to become effective. Upon any such tax suspension, the Company shall have been paid (any such tax being payable by issue a public announcement stating that the holder exercisability of such Right Certificate at the time of surrender) or until it Rights has been established temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the Company's satisfaction that no such tax is due.
(f) With respect to the Common Shares and/or other securities issuable pursuant to Section 11(a)(ii) and (iii) hereofcontrary, the foregoing covenants Rights shall not be applicable only upon and following exercisable in any jurisdiction unless the occurrence of a Section 11(a)(ii)requisite qualification in such jurisdiction shall have
Appears in 1 contract
