Right Certificate. This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27, 2001 ("Rights Agreement") between Extreme Networks, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) on April 27, 2011 at the office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable share of Series A Preferred Stock of the Company ("Preferred Stock") at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 3 contracts
Samples: Rights Agreement (Extreme Networks Inc), Rights Agreement (Extreme Networks Inc), Rights Agreement (Extreme Networks Inc)
Right Certificate. YP CORP. This certifies that ______________, ______________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27May 6, 2001 2004, as the same may be amended from time to time (the "Rights Agreement") ), between Extreme Networks, Inc.YP Corp., a Delaware Nevada corporation (the "Company"), and Mellon Investor Services LLC Registrar and Transfer Company, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York City time) , on April 2726, 2011 2014 at the office or agency of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock of Stock, par value $0.001 per share (the Company ("Preferred Stock") ), of the Company at a purchase price of $150.00 36.50 per one one-thousandth of a share of Preferred Stock, as Stock (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Rights Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and Price, the number of shares one one-thousandths of a share of Preferred Stock (or other securities which or property) that may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities hereunder of the Rights Agent, the Company Company, and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request to the Companytherefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (Stock, par value $0.001 per share, or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions which of Preferred Stock that are integral multiples of one [one-thousandth] thousandth of a share of Preferred Stock, which may, at the option election of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common the Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________ __, 20___2004. ATTEST: Extreme Networks, Inc. _______________________________________ YP CORP. By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:------------------------------------ President
Appears in 3 contracts
Samples: Rights Agreement (Yp Corp), Rights Agreement (Yp Corp), Rights Agreement (Yp Corp)
Right Certificate. NORFOLK SOUTHERN CORPORATION This certifies that ________________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27September 26, 2001 2000 (the "Rights Agreement") ), between Extreme Networks, Inc.Norfolk Southern Corporation, a Delaware Virginia corporation (the "Company"), and Mellon Investor Services LLC The Bank of New York, a New York banking corporation (the "Rights Agent"), to purchase from the Company Company, at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. P.M. (New York Virginia time) on April 27September 26, 2011 2010 (unless such time is extended prior thereto by the Board of Directors) at the principal stock transfer office of the Rights Agent, or its successors successor as Rights Agent, designated for such purposes, one one-thousandth (1/1000) of a fully paid and nonassessable share of the Series A Participating Preferred Stock of the Company ("Preferred Stock") ), at a purchase price of $150.00 85 per one one-thousandth (1/1000) of a share of Preferred Stock, as (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), ) upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the The number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per one one-thousandth (1/1000th) of a share set forth above, are subject to modification the number and adjustment upon Purchase Price as of October 16, 2000 based on the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise Stock of the Rights evidenced by this Right Certificate, Company as provided by constituted at such date. The Company reserves the Rights Agreement. Upon right to require prior to the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Triggering Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the that a number of Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional exercised so that only whole shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:issued.
Appears in 2 contracts
Samples: Rights Agreement (Norfolk Southern Corp), Rights Agreement (Norfolk Southern Corp)
Right Certificate. Birmingham Steel Corporation This certifies that ______________, _ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27January 16, 2001 1996 as the same may be amended from time to time (the "Rights Agreement") ), between Extreme Networks, Inc.Birmingham Steel Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC First Union National Bank of North Carolina (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., Charlotte, North Carolina time) , on April 27January 16, 2011 2006 at the office or agency of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock of Stock, par value $0.01 per share (the Company ("Preferred Stock") ), of the Company, at a purchase price of $150.00 74.00 per one one-thousandth hundredth of a share of Preferred Stock, as Stock (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Rights Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a share of Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of January 16, 1996 based on the Preferred Stock as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and Price, the number of shares one one-hundredths of a share of Preferred Stock (or other securities or property) which may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request to the Companytherefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (Stock, par value $0.01 per share, or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred Stock, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and but in lieu thereof, the Company will make cash payments, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ___, 199_____________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Birmingham Steel Corp), Rights Agreement (Birmingham Steel Corp)
Right Certificate. KAYDON CORPORATION This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27May 4, 2001 2000 (the "Rights Agreement") between Extreme Networks, Inc.Kaydon Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC Continental Stock Transfer & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) the close of business on April 27May 4, 2011 2010 at the office of the Rights Agent, or its successors as Rights Agent, designated for such purposesin New York, New York, one one-thousandth of a fully paid and nonassessable non-assessable share of the Series A Preferred Stock of Stock, $.10 par value (the Company ("Preferred Stock") ), of the Company, at a purchase price of $150.00 100 per one one-thousandth of a share of Preferred Stock, as (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of May 4, 2000 based on the Preferred Stock of the Company as constituted at such terms date. Upon the occurrence of certain events (as set forth in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Xxxxxxxxx), (xx) x xransferee of any such Acquiring Person, Associate or Affiliate who becomes a transferee after the Acquiring Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who becomes an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, prior to or concurrently with such transfer, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive above-mentioned office of the Company and are available upon written request to the CompanyRights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, Right or may be called for exchange all or part of the Rights evidenced by this Certificate for newly issued shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Stock. No fractional shares of Preferred Stock shall will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] thousandth of a share of Preferred Stock, Stock which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTESTDated: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Kaydon Corp), Rights Agreement (Kaydon Corp)
Right Certificate. ADOBE SYSTEMS INCORPORATED This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Third Amended and Restated Rights Agreement dated as of April 27December 15, 2001 1998 ("Rights AgreementRIGHTS AGREEMENT") between Extreme Networks, Inc.Adobe Systems Incorporated, a Delaware corporation (the "CompanyCOMPANY"), and Mellon Investor Services LLC Xxxxxx Trust Company of California (the "Rights AgentRIGHTS AGENT"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York California time) on April 27July 23, 2011 2000, at the office of the Rights AgentAgents, or its successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable share of Series A Preferred Stock of the Company Company, par value $.0001 per share ("Preferred StockPREFERRED STOCK") at a purchase price of $150.00 115.00 per one-thousandth of a share (each such one one-thousandth of a share being a "UNIT") of Preferred Stock, as the same may from time to time after the date of the Rights Agreement be adjusted in accordance with the Rights Agreement ("Purchase PricePURCHASE PRICE"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares Units of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events events, and, upon the happening of certain events, securities other than shares Units of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office corporate agency service center of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Common Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence Close of a Flip-In Event (as such term is defined in Business on the tenth day following Stock Acquisition Date and subject to extension by the Board of Directors by amendment of the Rights Agreement) Agreement or (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, Right if exchanged by the Company may, at its option, at any time after a Flip-In Event, exchange all option in whole or in part for Units of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares Units of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Units Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share Units of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, ; or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc)
Right Certificate. TUSCARORA INCORPORATED This certifies that _______________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27August 17, 2001 1998 (the "Rights AgreementRIGHTS AGREEMENT") ), between Extreme Networks, Inc.Tuscarora Incorporated, a Delaware Pennsylvania corporation (the "CompanyCOMPANY"), and Mellon Investor Services LLC ChaseMellon Shareholder Services, L.L.C. (the "Rights AgentRIGHTS AGENT"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) P.M., local time in Pittsburgh, Pennsylvania, on April 27August 31, 2011 2008 at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $.01 per share (the "PREFERRED SHARES"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 65 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase PricePURCHASE PRICE"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of August 17, 1998, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under and in certain circumstances specified in the Rights Agreement, a transferee shares of Common Stock, without par value, of the Company may be purchased in lieu of one one-hundredths of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In EventsPreferred Share. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the CompanyRights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject Right or (ii) may be required to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion without par value, of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock Company or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Shares. No fractional shares of Preferred Stock shall will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, made as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Tuscarora Inc), Rights Agreement (Tuscarora Inc)
Right Certificate. ALLEGHENY TELEDYNE INCORPORATED This certifies that _______________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27March 12, 2001 1998, as amended from time to time (as so amended, the "Rights Agreement") ), between Extreme Networks, Inc.Allegheny Teledyne Incorporated, a Delaware corporation (the "Company"), and Mellon Investor Services LLC ChaseMellon Shareholder Services, L.L.C., a limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., Eastern time) , on April 27March 12, 2011 2008 at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, without par value (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 100.00 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of March 12, 1998, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request the above-mentioned office of the Rights Agent. Subject to the Company. This provisions of the Rights Agreement, this Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all par value $.10 per share, or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Shares. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, made as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the upon exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or Company, including any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or action, to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20_________. ALLEGHENY TELEDYNE ATTEST: Extreme NetworksINCORPORATED ____________________________________ By_________________________________ Countersigned: CHASEMELLON SHAREHOLDER SERVICES, Inc. L.L.C. Rights Agent By_________________________________ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer this Right Certificate.) FOR VALUE RECEIVED _________________________________________________ By: hereby sells, assigns and transfers unto ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form (Please print name and address of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by transferee) this Right Certificate) FOR VALUE RECEIVED, the undersigned together with all right, title and interest therein, and does hereby sells, assigns irrevocably constitute and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) appoint ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all rightas his Attorney, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights the within Right Certificate on the books of the within-named Company Company, with full power of substitution. Dated:: _________________________ ________________________________ (Signature) Signature Signature Guaranteed: CERTIFICATE ----------- Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ________________________________________________________________________________ The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). _________________________________ Signature ________________________________________________________________________________ Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by this Right Certificate.)
Appears in 2 contracts
Samples: Rights Agreement (Allegheny Teledyne Inc), Rights Agreement (Allegheny Teledyne Inc)
Right Certificate. Synovus Financial Corp. This certifies that ______________, ___________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27, 2001 1999 ("Rights Agreement") between Extreme Networks, Inc.Synovus Financial Corp., a Delaware Georgia corporation (the "Company"), and Mellon Investor Services LLC State Street Bank and Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. P.M. (New York timeEastern Standard Time) on April 27May 4, 2011 2009 at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable share of Series A Preferred Stock Common Stock, par value $1.00 per share ("Common Stock"), of the Company ("Preferred Stock") at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, 225.00 as the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Common Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Common Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 0.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person Right or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged in whole or in part for Common Stock on a pro rata basis, at an exchange ratio of one share shares of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)common stock equivalents. No fractional shares of Preferred Common Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) current market value of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) or other actions affecting shareholders or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Synovus Financial Corp), Rights Agreement (Synovus Financial Corp)
Right Certificate. CITIZENS BANKING CORPORATION This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27May 23, 2001 2000 (the "Rights Agreement") between Extreme Networks, Inc.Citizens Banking Corporation, a Delaware Michigan corporation (the "Company"), and Mellon Investor Services LLC Citizens Bank (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. 4:30 P.M. (New York Flint, Michigan time) on April 27May 23, 2011 2010 at the office of the Rights Agent, or its successors as Rights Agent, designated for such purposesin Flint, Michigan, one one-thousandth of a fully paid and nonassessable non-assessable share of the Series A B Preferred Stock of Stock, no par value (the Company ("Preferred Stock") ), of the Company, at a purchase price of $150.00 65 per one one-thousandth of a share of Preferred Stock, as (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of May 23, 2000 based on the Preferred Stock of the Company as constituted at such terms date. Upon the occurrence of certain events (as set forth in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate who becomes a transferee after the Acquiring Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who becomes an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, prior to or concurrently with such transfer, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive above-mentioned office of the Company and are available upon written request to the CompanyRights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, Right or may be called for exchange all or part of the Rights evidenced by this Certificate for newly issued shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Stock. No fractional shares of Preferred Stock shall will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] thousandth of a share of Preferred Stock, Stock which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________May 23, 20___2000. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ CITIZENS BANKING CORPORATION By ---------------------------- ------------------------------ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Citizens Banking Corp), Rights Agreement (Citizens Banking Corp)
Right Certificate. Interstate Bakeries Corporation This Right Certificate certifies that ______________, ____________________ ___________________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the that certain Rights Agreement Agreement, dated as of April 27May 8, 2001 2000 (the "Rights AgreementRIGHTS AGREEMENT") ), between Extreme Networks, Inc.Interstate Bakeries Corporation, a Delaware corporation (the "CompanyCOMPANY"), and Mellon Investor Services LLC UMB Bank, N.A. as Rights Agent (the "Rights AgentRIGHTS AGENT"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York p.m., central daylight time) , on April 27May 25, 2011 2010 at the office or agency of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $.01 per share (the "PREFERRED SHARES"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 80.00 per one one-thousandth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase PricePURCHASE PRICE"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-thousandth of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of May 26, 2000, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and Price, the number of shares one one-thousandth of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, as the same may be amended from time to time, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the designated office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request to the Companytherefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for Preferred Shares or shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), par value $.01 per Right (subject to adjustment)share. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] thousandth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, _, 20_______. ATTEST: Extreme NetworksINTERSTATE BAKERIES CORPORATION By:_______________________________ By:____________________________ Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer COUNTERSIGNED: UMB BANK, Inc. N.A., AS RIGHTS AGENT By:____________________________ FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfer unto_______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ _____________________________________________________________________________ (SignaturePlease print name, address and social security number of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ ___________________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:_____________________ ----------------------------------- Signature Signature Guaranteed: CERTIFICATE ----------- Signatures must be guaranteed by an Eligible Guarantor Institution, as defined by SEC Rule 17Ad-15 (12 CFR 240.17Ad-15) or any similar rule which the Rights Agent deems applicable. ----------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by, and were not acquired by the appropriate boxes that:undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------------- Signature FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate)
Appears in 2 contracts
Samples: Rights Agreement (Interstate Bakeries Corp/De/), Rights Agreement (Interstate Bakeries Corp/De/)
Right Certificate. Interstate Bakeries Corporation This Right Certificate certifies that ______________, ________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the that certain Rights Agreement Agreement, dated as of April 27September 21, 2001 1999 (the "Rights AgreementRIGHTS AGREEMENT") ), between Extreme Networks, Inc.Interstate Bakeries Corporation, a Delaware corporation (the "CompanyCOMPANY"), and Mellon Investor Services LLC UMB Bank, N.A. as Rights Agent (the "Rights AgentRIGHTS AGENT"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York p.m., central daylight time) , on April 27October 7, 2011 2009 at the office or agency of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $.01 per share (the "PREFERRED SHARES"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 80.00 per one one-thousandth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase PricePURCHASE PRICE"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-thousandth of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of October 8, 1999, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and Price, the number of shares one one-thousandth of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, as the same may be amended from time to time, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the designated office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request to the Companytherefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for Preferred Shares or shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), par value $.01 per Right (subject to adjustment)share. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] thousandth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Interstate Bakeries Corp/De/), Rights Agreement (Interstate Bakeries Corp/De/)
Right Certificate. This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27October 14, 2001 1997 (the "Rights Agreement") ), between Extreme Networks, Xxxxx International Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC Xxxxxx Trust Company of New York, as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York City time) , on April 27October 14, 2011 2007 (the "Final Expiration Date"), at the principal office or agency of the Rights Agent, or its successors as Rights Agent, designated for such purposesin the City of New York, one one-thousandth hundredth of a fully paid and paid, nonassessable share of Series A B Junior Participating Preferred Stock Stock, par value $1.00 per share, of the Company (the "Preferred StockShares") ), at a purchase price of $150.00 per one one-thousandth hundredth of a share of Preferred Stock, as equal to $55.00 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The Purchase Price and not otherwise defined herein shall have the meanings ascribed to such terms in number and kind of shares that may be purchased upon exercise of each Right evidenced by this Right Certificate, as set forth above, are the Rights AgreementPurchase Price and the number and kind of shares that may be purchased as of October 14, 1997. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive above-mentioned office and agency of the Company Rights Agent and are also available from the Company upon written request request. If the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to the Companyexercise or transfer any such Right. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer or corporate trust office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate may be redeemed by the Company at its option at a redemption price (in cash or shares of Common Stock or other securities of the Company deemed by the Board of Directors of the Company to be at least equivalent in value) of $.001 per Right. Subject Right (which amount may be subject to the provisions of adjustment as provided in the Rights Agreement) at any time prior to the earlier of (i) the close of business on the tenth day following the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such and (ii) the Final Expiration Date. From and after the time that any person becomes an Acquiring Person, the decision to redeem the Rights shall require the concurrence or a majority of the Continuing Directors (as defined in the Rights Agreement). The Company may, at its optionbut shall not be required to, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares issue fractions of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights Share (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth hundredth of a share of Preferred Stock (Share or any integral multiple thereof) or distribute certificates which evidence fractions of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued Share upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples hereby. In lieu of one [one-thousandth] of issuing fractional shares, the Company may elect to make a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, cash payment as provided in the Rights Agreement, Agreement for fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share other than one one-hundredth of a share or any integral multiple thereof or to issue certificates or utilize a depository arrangement as provided in the terms of the Rights Agreement and the Preferred Stock or Common Stock, as the case may beShares. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed deemed, for any purpose purpose, the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or Company, including, without limitation, any right to vote in for the election of directors, directors or upon any other matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. of: [CORPORATE SEAL] ATTEST: Extreme Networks, Inc. _______________________________________ ByXXXXX INTERNATIONAL INC. By ---------------------------- ---------------------------- Name: ___________________________________ Secretary Name: Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Title: Countersigned: ---------------------------- By -------------------------- Authorized Officer 4 Form of Reverse Side of Right Certificate Signature [ON REVERSE SIDE OF RIGHT CERTIFICATE] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right CertificateTO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, Please print name and address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rightstherein, and does hereby irrevocably constitutes constitute and appoints _________________________ attorney appoint Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company Company, with full power of substitution. Dated:________________________ ________________________________ (Signature) : -------------------------- ---------------------------------------- Signature Signature Guaranteed: CERTIFICATE ----------- Signatures must be guaranteed by a participant in a Securities Transfer Association recognized signature program. Certification of Status The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Right Certificate. ALLAXXX XXXPORATION This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner owner, thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27December 8, 2001 2000 (the "Rights Agreement") ), between Extreme Networks, Inc.Allaxxx Xxxporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC Fleet Bank, N.A., formerly known as BankBoston N.A., a transfer agent, as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. p.m., Boston time, on the 10th anniversary of the date of the Rights Agreement (New York time) on April 27the "Expiration Date"), 2011 at the office of the Rights Agent, or its successors as Rights Agent, designated for such purposesin Canton, Massachussetts, one one-thousandth (1/1000th) of a fully paid and paid, nonassessable share of Series A Participating Cumulative Preferred Stock Stock, par value $.01 per share, of the Company (the "Preferred StockShares") ), at a purchase price of $150.00 per one one-thousandth (1/1000th) of a share of Preferred Stock, as equal to $55 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price")) payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The Purchase Price and not otherwise defined herein shall have the meanings ascribed to such terms in number and kind of shares which may be purchased upon exercise of each Right evidenced by this Right Certificate, as set forth above, are the Rights AgreementPurchase Price and the number and kind of shares which may be so purchased as of December 8, 2000. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of . If the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are at any time beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any an Acquiring Person (as such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified terms are defined in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person), such Rights shall be null and void and will no longer be transferable nontransferable and no the holder hereof of any such Right (including any purported transferee or subsequent holder) shall not have any right with respect to exercise or transfer any such Rights from and after the occurrence of such Flip-In EventsRight. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive above-mentioned office of the Company Rights Agent and are also available from the Company upon written request to the Companyrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer or corporate trust office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled entitle such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate may be redeemed by the Company at its option at a redemption price (in cash or shares of Common Stock or other securities of the Company deemed by the Board of Directors to be at least equivalent in value) of $.001 per Right. Subject Right (which amount shall be subject to the provisions of adjustment as provided in the Rights Agreement, the Company may, at its option, ) at any time after a Flip-In Event, exchange all or part prior to the earlier of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group such time as a Person becomes an Acquiring Person or and (ii) any of the types of transactionsExpiration Date. The Company may, acquisitions or other events described above as self-dealing transactions occurbut shall not be required to, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share issue fractions of Preferred Stock (Shares or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares distribute certificates which evidence fractions of Preferred Stock shall be issued Shares upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples hereby. In lieu of one [one-thousandth] of issuing fractional shares, the Company may elect to make a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, cash payment as provided in the Rights Agreement, Agreement for fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price a share other than one one-thousandth (as such term is defined in the Rights Agreement1/1000th) of a share or any integral multiple thereof or to issue certificates or utilize a depository arrangement as provided in the terms of the Rights Agreement and the Preferred Stock or Common Stock, as the case may beShares. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or Company, including, without limitation, any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTESTof: Extreme Networks, Inc. _______________________________________ ALLAXXX XXXPORATION By: ___________________________________ Secretary ----------------------- Name: Davix X. Xxxxx Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC President and Chief Executive Officer Attest: ------------------------- Name: Title: Countersigned: Fleet Bank, N.A. as Rights Agent, By:____________________________________ : ----------------------- Authorized Officer 4 Form of Signatory 40 [On Reverse Side of Right Certificate Certificate] FORM OF ASSIGNMENT ------------------ ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to transfer any or all of exercise the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Samples: Rights Agreement (Allaire Corp)
Right Certificate. FOURTH SHIFT CORPORATION This certifies that ____________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27December 16, 2001 1998 (the "Rights Agreement") ), between Extreme Networks, Inc.Fourth Shift Corporation, a Delaware Minnesota corporation (the "Company"), and Mellon Investor Services LLC Norwest Bank Minnesota, National Association (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., Minneapolis time) , on April 27December 16, 2011 2008 at the office or offices of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, $.01 par value per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, as 35 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of December 28, 1998, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the office or offices of the Rights Agent and will be mailed without charge by the Company or the Rights Agent to the holder of this certificate promptly following receipt by the Company or the Rights Agent of a written request therefor. From and after the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) (as such terms are defined in the Rights Agreement) shall be void and any holder of such Rights shall thereafter have no right to the Companyexercise such Rights under any provision of this Agreement. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may certificate (i) may, but are not required to, be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject , subject to the provisions of adjustment as provided in the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactionsmay, acquisitions or other events described above as self-dealing transactions occurbut are not required to, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged by the Company in whole or in part for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Shares. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository scrip or depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company and its corporate sealCompany. Dated as Dated: FOURTH SHIFT CORPORATION By ------------------------------------- Its Countersigned for purposes of authentication only: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By ------------------------------- Authorized Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, _______________, 20___. ATTEST: Extreme Networks_______________ hereby sells, Inc. assigns and transfers unto _______________________________________ By: (PRINT NAME OF TRANSFEREE) ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM (PRINT ADDRESS OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by TRANSFEREE) this Right Certificate) FOR VALUE RECEIVED, the undersigned together with all right, title and interest therein, and does hereby sells, assigns irrevocably constitute and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________appoint ________________________ (_______________) of the Rights represented by this Right CertificateAttorney, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights the within Right Certificate on the books of the within-named Company Company, with full power of substitution. Please insert social security number, taxpayer identification number or other identifying number: ------------------------------------------ Dated:________________________ ________________________________ (Signature) : ---------------------------- --------------------------------------- Signature Signature Medallion Guaranteed: CERTIFICATE ----------- ----------------------------------------------------- The undersigned hereby certifies signature(s) should be guaranteed by checking the appropriate boxes that:an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. FORM OF REVERSE SIDE OF RIGHT CERTIFICATE--CONTINUED
Appears in 1 contract
Samples: Rights Agreement (Fourth Shift Corp)
Right Certificate. TAB PRODUCTS CO. This certifies that _________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27October 24, 2001 1996 ("Rights Agreement") between Extreme Networks, Inc.TAB Products Co., a Delaware corporation (the "Company"), and Mellon Investor Services LLC ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) on April 27October 23, 2011 2006, at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable share of Series A Preferred Stock of the Company ("Preferred Stock") at a purchase price of $150.00 35.00 per one one-thousandth hundredth of a share of Preferred Stockshare, as the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, ; or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________October 24, 20___1996. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:---------- --
Appears in 1 contract
Samples: Rights Agreement (Tab Products Co)
Right Certificate. Brillian Corporation This certifies that ______________, ______________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27___________, 2001 2003, as the same may be amended from time to time (the "Rights Agreement") ), between Extreme Networks, Inc.Brillian Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC The Bank of New York, as Rights Agent (the "Rights Agent"), to purchase from the Company Brillian at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York City time) , on April 27____________, 2011 2013 at the office or agency of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock of Stock, par value $.001 per share (the Company ("Preferred Stock") ), of the Company at a purchase price of $150.00 __.00 per one one-thousandth of a share of Preferred Stock, as Stock (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Rights Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-thousandths of a share of Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of ____________, 2003, based on the Preferred Stock as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and Price, the number of shares one one-thousandths of a share of Preferred Stock (or other securities or property) which may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request to the Companytherefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (Stock, par value $.001 per share, or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock which are integral multiples of one [one-thousandth] thousandth of a share of Preferred Stock, which may, at the option election of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or distributions or be deemed for any purpose the holder of Common the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided and subject to the conditions in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________ __, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:2003.
Appears in 1 contract
Samples: Rights Agreement (Brillian Corp)
Right Certificate. ROSEVILLE COMMUNICATIONS COMPANY This certifies that ____________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27March 12, 2001 1998 ("Rights Agreement") between Extreme Networks, Inc.Roseville Communications Company, a Delaware California corporation (the "Company"), and Mellon Investor Services LLC ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. P.M. (New York San Francisco time) on April 27March 11, 2011 2008 at the office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable share of Series A Preferred Common Stock of the Company ("Preferred Common Stock") at a purchase price of $150.00 100.00 per one one-thousandth of a share of Preferred Stockshare, as the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Common Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Common Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event Stock Acquisition Date (as such term is defined in the Rights Agreement) or (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date, the Rights evidenced by this title Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, Right or exchanged by the Company may, at its option, at any time after a Flip-In Event, exchange all option in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Common Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, thereof as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, as any of the rights of a stockholder shareholder of the Company or any right to vote in the election of directors, ; or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of March 12, 1998. ATTEST: ROSEVILLE COMMUNICATIONS COMPANY Secretary By: Title: COUNTERSIGNED: By Authorized Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) the Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint , attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). Signature
Appears in 1 contract
Right Certificate. THE VALSPAR CORPORATION This certifies that ________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27May 1, 2001 2000 (the "Rights Agreement") ), between Extreme Networks, Inc.The Valspar Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) P.M., on April 27May 11, 2011 2010, at the office or offices of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposesone fully paid, one one-thousandth of nonassessable common share, par value $.50 (a fully paid and nonassessable share of Series A Preferred Stock "Common Share"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, as 140.00 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of Common Shares that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of the __________, based on the Common Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which Common Shares that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon the office or offices of the Rights Agent designated for such purpose and will be mailed without charge by the Company or the Rights Agent to the holder of this certificate promptly following receipt by the Company or the Rights Agent of a written request therefor. From and after the date that any Person becomes an Acquiring Person, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) (as such terms are defined in the Rights Agreement) shall be void and any holder of such Rights thereafter shall have no right to the Companyexercise such Rights under any provision of this Agreement. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may certificate (i) may, but are not required to, be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject , subject to the provisions of adjustment as provided in the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactionsmay, acquisitions or other events described above as self-dealing transactions occurbut are not required to, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged by the Company in whole or in part for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Shares. No fractional shares of Preferred Stock shall Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of hereby, but in lieu thereof a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company and its corporate sealCompany. Dated as Dated: ______________ THE VALSPAR CORPORATION By: -------------------------------------- Name: ----------------------------------- Title: ----------------------------------- Countersigned for purposes of authentication only: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: --------------------------------- Authorized Signature A-3 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, _______________, 20______ hereby sells, assigns and transfers unto ________________________ (PRINT NAME OF TRANSFEREE) ___________________________ (PRINT ADDRESS OF TRANSFEREE) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. ATTESTPlease insert social security number taxpayer identification number or other identifying number: Extreme Networks, Inc. ____________________________________________ ByDated: ____________________ Signature Guaranteed: ___________________________________ Secretary Title:_____________________The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities and Exchange Commission. FORM OF REVERSE SIDE OF RIGHT CERTIFICATE--CONTINUED FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To: THE VALSPAR CORPORATION The undersigned hereby irrevocably elects to exercise ____________ COUNTERSIGNEDRights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of: Mellon Investor Services LLC By:Please insert social security number, taxpayer identification number or other identifying number: ____________________________________________ Authorized Officer 4 Form (Please print name and address) If such number of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To Rights shall not be executed by the registered holder if such holder desires to transfer any or all of the Rights represented evidenced by this Right Certificate) FOR VALUE RECEIVED, a new Right Certificate for the undersigned hereby sellsbalance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security taxpayer identification or other identifying number of transferee) number: ___________________________________________________ (_______________Please print name and address) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _______Dated: __________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:Signature Signature Guaranteed: ________________________ ________________________________ The signature(s) should be guaranteed by an eligible guarantor institution (Signaturebanks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities and Exchange Commission. EXHIBIT B THE VALSPAR CORPORATION SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On April 19, 2000, the Board of Directors of The Valspar Corporation (the "Company"), declared a dividend of one common share purchase right (a "Right") Signature Guaranteedfor each outstanding common share, $.50 par value (a "Common Share"), of the Company. The dividend is payable to shareholders of record on May 11, 2000 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one Common Share at a price of $140.00 per share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of May 1, 2000 (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. Initially, the Rights will be evidenced by the certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares, and a distribution date (a "Distribution Date") for the Rights will occur, upon the earlier of: CERTIFICATE ----------- The undersigned hereby certifies by checking (i) the appropriate boxes that:10th day following the first date of public announcement that a person or group of affiliated or associated persons has become an "Acquiring Person" (i.e., has become, subject to certain exceptions, the beneficial owner of 15% or more of the outstanding Common Shares (other than as a result of a Permitted Offer)) and (ii) the 10th day following the commencement or public announcement of a tender offer or exchange offer, the consummation of which would result in a person or group of affiliated or associated persons becoming an Acquiring Person.
Appears in 1 contract
Samples: Rights Agreement (Valspar Corp)
Right Certificate. This certifies that ________________________________________, or registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27August 6, 2001 1991 (the "Rights Agreement") ), between Extreme NetworksXxxxxxx, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC First Chicago Trust Company of New York, as rights agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. P.M. (New York time) on April 27August 5, 2011 2001, at the designated office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable share of Series A Preferred Stock common stock, par value $.001 per share (the "Common Stock"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 90.00 per one one-thousandth of a share of Preferred Stock, as (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Rights Certificate with the Form of Election to Purchase and Certificate set forth on the reverse hereof duly executed. Capitalized terms used herein executed and not otherwise defined herein shall have the meanings ascribed to completed along with a signature guarantee and such terms in other and further documentation as the Rights Agreement. As provided in Agent may reasonably request, at the designated offices of the Rights Agreement, the Agent. The Purchase Price and shall be paid in cash or by certified bank check or bank draft payable to the order of the Company. The number of Rights evidenced by this Rights Certificate, the number of shares of Preferred Common Stock or other securities which may be purchased upon exercise thereof and the exercise Purchase Price set forth above, are the number of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening Rights, number of certain events and, upon the happening of certain events, securities other than shares of Preferred StockCommon Stock and Purchase Price as of __________, or other property19__, may be acquired upon exercise of based on the Rights evidenced by this Right Certificate, Common Stock as provided by the Rights Agreementconstituted at such date. Upon From and after the occurrence of a Flip-In EventEvent (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any an Acquiring Person (as such Acquiring Personterms are defined in the Rights Agreement), (ii) a transferee of such Acquiring Person (or of any such Acquiring Person, Associate or Affiliate) who becomes a transferee after such Acquiring Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of such Acquiring Person (or of any such Associate or Affiliate) who becomes a person who, after transferee prior to or concurrently with such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring PersonPerson becoming such, such Rights shall be become null and void and will no longer be transferable and no holder hereof shall have any right rights whatsoever with respect to such Rights from and after the occurrence of such Flip-In EventsEvent. As provided in the Rights Agreement, the Purchase Price and the number of shares of Common Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, as the same may be amended from time to time, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementCertificates. Copies of the Rights Agreement are on file at the principal executive above-mentioned office of the Company Rights Agent and are also available without charge upon written request to the CompanyCompany at: Xxxxxxx, Inc., Shrewsbury Executive Center, 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, X.X. 00000, Attention: The President. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender duly executed and completed along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, at the principal office designated offices of the Rights Agent, may be exchanged for another Right Certificate Rights certificate or Right Certificates Rights certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Common Stock as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Rights Certificate or Right Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .0l per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Rights Certificate for shares (and the Rights Agreement itself) may be amended by action of the Company's Common Stock or for Preferred Stock (or shares Board of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Directors. No fractional shares of Preferred Common Stock shall will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of hereby, but in lieu thereof a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificateholder, as such, of this Rights Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of the shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ,199_ ATTEST: _______________, 20________________ Secretary XXXXXXX, INC. ATTESTBy:________________________ Title: Extreme NetworksCountersigned (dated , Inc. 19 ) FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent By: ___________________________ Authorized Signatory FOR VALUE RECEIVED _____________________________________ hereby sells, assigns and transfers unto _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ___________________________________ Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________ Attorney, to transfer the said Rights on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ______________________________ Signature Signature guaranteed (Signature) Signature Guaranteed: CERTIFICATE ----------- by a member firm of The undersigned hereby certifies by checking the appropriate boxes that:New York Stock Exchange or a commercial bank or trust company having an office or correspondent in New York City):
Appears in 1 contract
Samples: Rights Agreement (Wellman Inc)
Right Certificate. VIAD CORP This certifies that __that____________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27February 28, 2001 2002 (the "Rights Agreement") ), between Extreme Networks, Inc.Viad Corp, a Delaware corporation (the "Company"), and Mellon Investor Services LLC Wells Fargo Bank Minnesota, N.A. (the "Rights Agent"), to purchase from the frxx xxe Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., St. Paul, Minnesota time) , on April 27February 28, 2011 2012 at the principal office of xxx Rights Agent, or at the office of the Rights Agent, or its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $.01 per share, of the Company (the "Preferred StockShares") ), at a purchase price of $150.00 100 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of February 28, 2002, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyoffices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for Preferred Shares or shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), par value $1.50 per Right (subject to adjustment)share. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced herebybut, and in lieu thereof, a cash payment will be made, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:VIAD CORP
Appears in 1 contract
Samples: Rights Agreement (Viad Corp)
Right Certificate. This certifies that ______________, or registered assigns, is the -------------- registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27November 25, 2001 1996 (the "Rights Agreement") ), between Extreme Networks, Inc.Inference Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC Xxxxxx Trust Company of California (the "Rights Agent"), to purchase from the Company Company, unless the Rights have been previously redeemed, at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. the Expiration Date (New York time) as such term is defined in the Rights Agreement), or the date, if any, on April 27which the Rights evidenced by this Certificate may be redeemed, 2011 at the stock transfer office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable share of Series A Junior Participating Preferred Stock of the Company ("Preferred StockShares") ), at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, as 40.00 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly completed and executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of shares which may be purchased upon exercise thereof) as set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of the date of the Rights Agreement based on the shares of Common Stock of the Company as constituted at such date. Upon the occurrence of an event described in clause (A), (B), (C) or (D) of Section 11(a)(ii) of the Rights Agreement, the holder of any Rights that are, or were, beneficially owned by an Acquiring Person or an Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) or certain transferees thereof which engaged in, or realized the benefit of, an event or transaction or transactions described in clause (A), (B), (C) or (D) of such Section 11(a)(ii), shall not be entitled to the benefit of the adjustment described in such Section 11(a)(ii). As provided in the Rights Agreement, the Purchase Price and the number and class of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive above-mentioned office of the Company Rights Agent and are available upon written request to at the principal office of the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer office of the Rights AgentAgent set forth above, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate such number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and but in lieu thereofthereof a cash payment may be made, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Company and its corporate sealCompany. Dated as of _______________, 20___199 . ATTEST----------- - Attest: Extreme Networks, Inc. _______________________________________ Inference Corporation By: ___________________________________ ------------------------------------ ------------------------------ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC Countersigned: Xxxxxx Trust Company of California By:____________________________________ : -------------------------------- Authorized Officer 4 Signature [Form of Reverse Side of Right Certificate Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Right Certificate. This certifies that ______________, or registered assigns, is -------------------- the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27November 12, 2001 1999 (as amended from time to time, the "Rights Agreement") ), between Extreme Networks, Inc.Avista Corporation, a Delaware Washington corporation (the "Company"), and Mellon Investor Services LLC The Bank of New York (the "Rights Agent"), to purchase purchase, subject to any required regulatory approval, from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York City time) , on April 27March 31, 2011 2009 (subject to earlier redemption or exchange of the Rights by the Company, as set forth in the Rights Agreement), at the shareholders services office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable share of Preferred Stock, Series A Preferred Stock of , without par value, (the Company ("Preferred Stock") ), of the Company, at a purchase ---- price of $150.00 70.00 per one one-thousandth hundredth of a share of Preferred Stock, as Stock (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a share of Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of November 12, 1999, based on the shares of Preferred Stock as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number or amount of shares of Preferred Stock securities or other securities assets which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at either the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. Notwithstanding any provision of this Right Certificate to the contrary, the Rights evidenced by this Right Certificate shall not be exercisable, and the Company shall have no obligations hereunder, (a) unless and until any regulatory approvals required for the issuance and/or sale of securities upon such exercise have been obtained, (b) if the exercise thereof, or the issuance and/or sale of the securities to be purchased upon such exercise, would violate or contravene any applicable law, regulation or administrative or judicial order or (c) in any jurisdiction if any requisite filings under any applicable securities laws shall not have been made or become effective in such jurisdiction. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed or exchanged by the Company. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall securities will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred Stocksuch security, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common shares of the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___20 . ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:-------------- ---
Appears in 1 contract
Samples: Rights Agreement (Avista Corp)
Right Certificate. VISTA INFORMATION SOLUTIONS, INC. This certifies that ___________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27May 24, 2001 2000 ("Rights Agreement") between Extreme NetworksVISTA Information Solutions, Inc., a Delaware corporation (the "Company"), and Mellon Investor Norwest Shareowner Services LLC (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) on April 27May 23, 2011 2000 at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable share of Series A R Preferred Stock of the Company ("Preferred Stock") at a purchase price of $150.00 20.00 per one one-thousandth hundredth of a share of Preferred Stockshare, as the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Right Certificate. This certifies that ______________, or registered assigns, is the -------------------- registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27___________ , 2001 ____ (as amended from time to time, the "Rights Agreement") ), between Extreme Networks, Inc.Avista Corporation, a Delaware Washington corporation (the "Company"), and Mellon Investor Services LLC (the "Rights Agent"), to purchase purchase, subject to any required regulatory approval, from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York City time) , on April 27March , 2011 20 (subject to earlier redemption or exchange of -- -- the Rights by the Company, as set forth in the Rights Agreement), at the shareholders services office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable share of $ Preferred Stock, Series A , without par value, (the "Preferred Stock ------- ---- Stock"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 $ per one one-thousandth hundredth ------- of a share of Preferred Stock, as Stock (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a share of Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of [ , ----------- ], based on the shares of Preferred Stock as constituted at such terms in the Rights Agreementdate. As --- provided in the Rights Agreement, the Purchase Price and the number or amount of shares of Preferred Stock securities or other securities assets which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at either the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. Notwithstanding any provision of this Right Certificate to the contrary, the Rights evidenced by this Right Certificate shall not be exercisable, and the Company shall have no obligations thereunder, (a) unless and until any regulatory approvals required for the issuance and/or sale of securities upon such exercise have been obtained, (b) if the exercise thereof, or the issuance and/or sale of the securities to be purchased upon such exercise, would violate or contravene any applicable law, regulation or administrative or judicial order or (c) in any jurisdiction if any requisite filings under any applicable securities laws shall not have been made or become effective in such jurisdiction. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed or exchanged by the Company. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall securities will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred Stocksuch security, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common shares of the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (Avista Corp)
Right Certificate. BRILLIANT DIGITAL ENTERTAINMENT, INC. This certifies that ______________---------------------------------, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27----------, 2001 1998 ("the Rights Agreement") between Extreme NetworksBrilliant Digital Entertainment, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC U. S. Stock Transfer Corporation as Rights Agent (the "Rights Agent"), unless the rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) Los Angeles time on April 272, 2011 2008, at the principal office or offices of the Rights Agent designated for such purpose, or at the office of the its successor as Rights Agent, Agent or its successors as Rights Agent, designated for such purposes, one one-thousandth hundredth (1/100th) of a fully paid and nonassessable non-assessable share of Series A Preferred Stock of Stock, par value $0.001 per share (the Company ("Preferred Stock") of the Company, at a cash purchase price of $150.00 15.00 per one one-thousandth hundredth (1/100th) of a share of Preferred Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form form of Election election to Purchase purchase and the related certificate duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of fractional shares of Preferred Stock which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of __________ __, ____ based on the shares of Preferred Stock as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, and in certain circumstances may be exercised to purchase securities other than shares of Preferred Stock, Stock or securities of issuers other property, may be acquired upon exercise of than the Rights evidenced by this Right Certificate, as provided by the Rights AgreementCompany. Upon the occurrence of a Flip-In Event, if If the Rights evidenced by this Rights Certificate are at any time beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any an Acquiring Person (as such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified terms are defined in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person), such Rights shall be null and void and will no longer be transferable nontransferable and no the holder hereof of any such Right (including any purported transferee or subsequent holder) shall not have any right with respect to exercise or transfer any such Rights from and after the occurrence of such Flip-In EventsRight. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and the Rights Agent and are also available free of charge upon written request mailed to the Company. Rights Agent at: U. S. Stock Transfer Corporation 0000 Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxx 00000-0000 This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate may be redeemed by the Company at its option Board of Directors at a redemption price of $.001 per Right. Subject Right (payable in cash or other consideration) appropriately adjusted as provided in the Rights Agreement at any time prior to the provisions earlier to occur of (i) 10 days after a Stock Acquisition Date (as defined in the Rights Agreement), the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Final Expiration Date. No fractional shares of Preferred Stock shall (other than integral multiples of one one-hundredths (1/100ths) of a share, which may, at the election of the Company, be evidenced by depositary receipts) will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of hereby, but in lieu thereof a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _______________----------------, 20___------ BRILLIANT DIGITAL ENTERTAINMENT, INC. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ ------------------------------- By ------------------------------ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Brilliant Digital Entertainment Inc)
Right Certificate. TARRANT APPAREL GROUP This certifies that __________________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27November 21, 2001 2003 (the "Rights Agreement") between Extreme Networks, Inc.Tarrant Apparel Group, a Delaware California corporation (the "Company"), and Mellon Investor Services LLC Computershare Trust Company, as Rights Agent (the "Rights Agent"), unless the rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) Los Angeles time on April 27December 12, 2011 2013, at the principal office or offices of the Rights Agent designated for such purpose, or at the office of the its successor as Rights Agent, Agent or its successors as Rights Agent, designated for such purposes, one one-thousandth (1/1000th) of a fully paid and nonassessable non-assessable share of Series A B Preferred Stock Stock, no par value, of the Company (the "Preferred Stock") ), at a cash purchase price of $150.00 25.00 per one one-thousandth (1/1000th) of a share of Preferred Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form form of Election election to Purchase purchase and the related certificate duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of fractional shares of Preferred Stock which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of __________ __, ____ based on the shares of Preferred Stock as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, and in certain circumstances may be exercised to purchase securities other than shares of Preferred Stock, Stock or securities of issuers other property, may be acquired upon exercise of than the Rights evidenced by this Right Certificate, as provided by the Rights AgreementCompany. Upon the occurrence of a Flip-In Event, if If the Rights evidenced by this Rights Certificate are at any time beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any an Acquiring Person (as such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified terms are defined in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person), such Rights shall be null and void and will no longer be transferable nontransferable and no the holder hereof of any such Right (including any purported transferee or subsequent holder) shall not have any right with respect to exercise or transfer any such Rights from and after the occurrence of such Flip-In EventsRight. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and the Rights Agent and are also available free of charge upon written request mailed to the Company. This Right CertificateRights Agent at: Computershare Trust Company 350 Indiana Street Suite 800 Xxxxxx, XX 00000 Xxxxxxxxx: Xxxx Xxxxx Xxxxxxxxate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate may be redeemed by the Company at its option Board of Directors at a redemption price of $.001 per Right. Subject Right (payable in cash or other consideration) appropriately adjusted as provided in the Rights Agreement at any time prior to the provisions earlier to occur of (i) 10 days after a Stock Acquisition Date (as defined in the Rights Agreement), the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Final Expiration Date. No fractional shares of Preferred Stock shall (other than integral multiples of one one-thousandths (1/1000ths) of a share, which may, at the election of the Company, be evidenced by depositary receipts) will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of hereby, but in lieu thereof a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. __________ TARRANT APPAREL GROUP ______________________________ By: ___________________________________ Secretary Title:_____: Countersigned: Computershare Trust Company, as Rights Agent By: ____________________________ COUNTERSIGNEDTitle: Mellon Investor Services LLC By:________: ____________________________ Authorized Officer 4 Form of Title: [On Reverse Side of Right Certificate Rights Certificate] FORM OF ASSIGNMENT ------------------ ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to transfer any or all of exercise Rights represented by the Right Certificate) To: TARRANT APPAREL GROUP The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right CertificateCertificate to purchase one one-thousandth (1/1000th) FOR VALUE RECEIVED, of a share of Preferred Stock issuable upon the undersigned hereby sells, assigns exercise of the Rights (or such other securities of the Company or of any other Person which may be issuable upon the exercise of the Rights) and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address requests that certificates for such securities be issued in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number of transfereeRights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ OPTIONAL ELECTION TO EXERCISE WITHOUT PAYMENT OF CASH: With respect to the exercise of ______________ of the Rights specified above, the undersigned hereby elects to exercise such Rights without payment of cash and to receive a number of one one-thousandth (1/1000th) of a share of Preferred Stock or other securities having a value (as determined pursuant to the Rights Agreement) equal to the difference between (i) the value of the Preferred Stock or other securities that would have been issuable upon exercise thereof upon payment of the Purchase Price as provided in the Rights Agreement, and (ii) the amount of such Purchase Price. Dated: ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Right Certificate. This certifies that _____________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27July 23, 2001 1998 (the "Rights Agreement") ), between Extreme NetworksJostens, Inc., a Delaware Minnesota corporation (the "Company"), and Mellon Investor Services LLC Norwest Bank Minnesota, N.A. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., Minneapolis, Minnesota time) , on April 27August 19, 2011 2008 at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $1.00 per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 90.00 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of July 23, 1998, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and the above-mentioned offices of the Rights Agent. In the event that any Person shall become an Acquiring Person (as such terms are available upon written request to defined in the CompanyRights Agreement), any Rights evidenced by this Right Certificate that are or, after becoming an Acquiring Person, were beneficially owned by any Acquiring Person or an Associate or Affiliate of such Acquiring Person (as such terms are defined in the Rights Agreement) shall be null and void. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person Right or (ii) any of the types of transactions, acquisitions may be exchanged in whole or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of in part for Company's Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned countersigned, manually or by facsimile signature, by the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company and its corporate sealCompany. Dated as of ___________ 19__. JOSTENS, INC. By _______________, 20___. ATTEST____________ Its____________________________ Countersigned: Extreme NetworksNORWEST BANK MINNESOTA, Inc. N.A. By___________________________________ Its_________________________________ B-3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________________________________ By: hereby sells, assigns and transfers unto ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ _______________________________________________________________________________ (SignaturePlease print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________________, ____ __________________________________ Signature Signature Medallion Guaranteed: CERTIFICATE ----------- Signatures must be medallion guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. - - - - - - - - - - - - - - - - - - - - - - - The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). __________________________________ Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: JOSTENS, INC. The undersigned hereby irrevocably elects to exercise ________________ Rights represented by this Right Certificate to purchase the Preferred Shares (or other securities, if any) issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________________________ ______________________________________________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________________________ ______________________________________________________________________________ (Please print name and address) Dated: __________________, ____ _________________________ Signature Signature Medallion Guaranteed: Signatures must be medallion guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate - - continued The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _________________________ Signature ______________________________________________________________________________ NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES OF JOSTENS, INC. Introduction ------------ On July 23, 1998, the Board of Directors of Jostens, Inc. (the "Company"), declared a dividend of one preferred share purchase right (a "Right") per share for each outstanding share of common stock, par value $.33 1/3 (the "Common Shares"), of the Company. The dividend is payable on August 19, 1998 (the "Record Date") to shareholders of record at the close of business on that date. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as of July 23, 1998, between the Company and Norwest Bank Minnesota, as Rights Agent (the "Rights Agent").
Appears in 1 contract
Samples: Rights Agreement (Jostens Inc)
Right Certificate. INC. This certifies that ______________------------------, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April November 27, 2001 1990 (the "Rights Agreement") ), between Extreme NetworksBanknorth Group, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC Registrar and Transfer Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York City time) , on April November 27, 2011 2005 at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $.01 per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 125 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of June 26, 1998, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling entitiling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for Preferred Shares or shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), par value $1.00 per Right (subject to adjustment)share. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________----------- , 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:199-.
Appears in 1 contract
Right Certificate. This CERTIFICATE NO. R-____________________ ____________________ RIGHTS NOT EXERCISABLE AFTER ____________________, 2007 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.0001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. M E R I T M E D I C A L S Y S T E M S , I N C . THIS RIGHT CERTIFICATE certifies that ______________, _____________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27August _____, 2001 1997 (the "Rights Agreement") ), between Extreme NetworksMerit Medical Systems, Inc., a Delaware Utah corporation (the "Company"), and Mellon Investor Services LLC Zions First National Bank (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., Salt Lake City time) , on April 27August _____, 2011 2007 at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, without par value (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 40 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of August _____, 1997, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .0001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person Right or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged in whole or in part for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Shares. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredths of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of DATED: ____________________, 20________ MERIT MEDICAL SYSTEMS, INC. By ------------------------------------ Its ----------------------------------- ATTEST: Extreme Networks, Inc. By -------------------------------- Its ------------------------------- Countersigned: ZIONS FIRST NATIONAL BANK By -------------------------------- Its ------------------------------- Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED,______________________________________________________ By: hereby sells, assigns and transfers unto ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and Please insert social security or other identifying number of transfereenumber: ------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________________ (_______________) , Attorney, to transfer the within Right Certificate on the books of the Rights represented by this Right Certificatewithin- named Company, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints full power of substitution. DATED: _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________, ________ ________________________________ (Signature) ---------------------------------- Signature Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies signature(s) should be guaranteed by checking the appropriate boxes that:an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved Signature Medallion Program), pursuant to SEC Rule 17Ad-15.
Appears in 1 contract
Right Certificate. This certifies that ____________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27February 19, 2001 1999 (as amended from time to time, the "Rights Agreement") ), between Extreme Networks, Inc.Texas Utilities Company, a Delaware Texas corporation (the "Company"), and Mellon Investor Services LLC The Bank of New York (the "Rights Agent"), to purchase purchase, subject to any required regulatory approval, from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York City time) , on April 27February 28, 2011 2009 (subject to earlier redemption or exchange of the Rights by the Company, as set forth in the Rights Agreement), at the shareholders services office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable share of Series A Preferred Stock Preference Stock, par value $25 per share, (the "Preference Stock"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 150 per one one-thousandth hundredth of a share of Preferred Stock, as Preference Stock (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a share of Preference Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of [___________, ___], based on the shares of Preference Stock as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number or amount of shares of Preferred Stock securities or other securities assets which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at either the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Preference Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed or exchanged by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall securities will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred Stocksuch security, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common shares of the Preference Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _[______________, 2019___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:].
Appears in 1 contract
Right Certificate. YP CORP. This certifies that ______________, ______________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27May 6, 2001 2004, as the same may be amended from time to time (the "Rights Agreement") ), between Extreme Networks, Inc.YP Corp., a Delaware Nevada corporation (the "Company"), and Mellon Investor Services LLC Registrar and Transfer Company, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York City time) , on April 2726, 2011 2014 at the office or agency of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock of Stock, par value $0.001 per share (the Company ("Preferred Stock") ), of the Company at a purchase price of $150.00 36.50 per one one-thousandth of a share of Preferred Stock, as Stock (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Rights Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and Price, the number of shares one one-thousandths of a share of Preferred Stock (or other securities which or property) that may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities hereunder of the Rights Agent, the Company Company, and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request to the Companytherefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (Stock, par value $0.001 per share, or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions which of Preferred Stock that are integral multiples of one [one-thousandth] thousandth of a share of Preferred Stock, which may, at the option election of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common the Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------- President ATTEST: ------------------------------ Secretary Countersigned: REGISTRAR AND TRANSFER COMPANY, as Rights Agent By ---------------------------------- Name: --------------------------- Title: -------------------------- B-3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _______, 20___. ATTEST: Extreme Networks________________ hereby sells, Inc. assigns and transfers unto _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________________________________________________________ (SignaturePlease print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _________________________________ Signature Signature Guaranteed: CERTIFICATE ----------- Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. -------------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by, were not acquired by the appropriate boxes that:undersigned from, and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _________________________________ Signature Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Certificate)
Appears in 1 contract
Samples: Rights Agreement (Yp Corp)
Right Certificate. This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement dated as of April 27January 6, 2001 1999 (the "Rights Agreement") between Extreme NetworksAssociated Estates Realty Corporation, Inc., a Delaware an Ohio corporation (the "Company"), and Mellon Investor Services LLC National City Bank, a national banking association, as rights agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) the close of business on April 27January 6, 2011 2009 at the office or offices of the Rights Agent, or its successors as Rights Agent, designated for such purposesthat purpose, one one-thousandth of a fully paid and paid, nonassessable share of Class B Series A I Cumulative Preferred Stock Share, without par value (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 ____ per one one-thousandth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Exercise Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and the related Certificate duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the The number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification (and adjustment upon the happening number of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, that may be acquired purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as of __________, _____, based on the Rights evidenced by this Right Certificate, Preferred Shares as provided by the Rights Agreementconstituted at that date. Upon the occurrence of a Flip-In EventSection 11(a)(ii) Event (as defined in the Rights Agreement), if the Rights evidenced by this Rights Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring PersonPerson (as those terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:--------------------------------------------------------------------------------
Appears in 1 contract
Samples: Shareholder Rights Agreement (Associated Estates Realty Corp)
Right Certificate. This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Agreement dated as of April 27December 30, 2001 2008 ("the “Rights Agreement"”) between Extreme NetworksAssociated Estates Realty Corporation, Inc., a Delaware an Ohio corporation (the "“Company"”), and Mellon Investor Services LLC National City Bank, a national banking association, as rights agent (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) the close of business on April 27December 30, 2011 2018 at the office or offices of the Rights Agent, or its successors successor as Rights Agent, designated for such purposesthat purpose, one one-thousandth of a fully paid and paid, nonassessable share of Class B Series A I Cumulative Preferred Stock Share, without par value (the “Preferred Shares”), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 40.00 per one one-thousandth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase “Exercise Price"”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and the related Certificate duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the The number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification (and adjustment upon the happening number of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, that may be acquired purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as of December 30, 2008, based on the Rights evidenced by this Right Certificate, Preferred Shares as provided by the Rights Agreementconstituted at that date. Upon the occurrence of a Flip-In EventSection 11(a)(ii) Event (as defined in the Rights Agreement), if the Rights evidenced by this Rights Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring PersonPerson (as those terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person Person who, after such transfer, became an Acquiring Person, Person or any an Affiliate or Associate of an Acquiring Person, such Rights shall be will become null and void and will no longer be transferable and no holder hereof shall will have any right with respect to such Rights from and after the occurrence of such Flip-In Eventsthat Section 11(a)(ii) Event. As provided in the Rights Agreement, the Exercise Price and the number of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any time prior to the earlier part of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by for the Company Company’s common shares, without par value (the “Common Shares”), or Preferred Shares at its option at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a redemption price of $.001 Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition may be redeemed by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on Directors at its option at a pro rata basis, at an exchange ratio redemption price of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), $0.01 per Right (subject to adjustmentpayable in cash, Common Shares or other consideration considered appropriate by the Board of Directors). No The Company is not obligated to issue fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one [one-thousandth] thousandth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts). If the Company elects not to issue such fractional shares, and no fractional shares of Common Stock in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be is entitled to vote or receive dividends or be deemed considered for any purpose the holder of Preferred Shares, Common Stock Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or Page B-1 subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _________________, 20____. ATTEST: Extreme NetworksASSOCIATED ESTATES REALTY CORPORATION, Inc. _______________________________________ an Ohio corporation By: ___________________________________ Secretary Name: Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC Countersigned: National City Bank, a national banking association, as Rights Agent By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) : Name: Title: FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, Please print name and address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rightstherein, and does hereby irrevocably constitutes constitute and appoints _________________________ attorney appoint as attorney-in-fact, to transfer said Rights the Right Certificate on the books of the within-named Company Company, with full power of substitution. Dated:________________________ ________________________________ (Signature) : , Signature Social Security or other identifying taxpayer number of transferee: Signature Guaranteed: CERTIFICATE ----------- Signatures must be guaranteed by an “Eligible Guarantor Institution” (with membership in an approved medallion signature guarantee program) as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Page B-3 The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Shareholder Rights Agreement (Associated Estates Realty Corp)
Right Certificate. This certifies that ______________that, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 2722, 2001 2024 ("the “Rights Agreement") ”), between Extreme Networks, Cosmos Health Inc., a Delaware Nevada corporation (the "Company"”), and Mellon Investor Services LLC Globex Transfer, LLC, as Rights Agent (the "“Rights Agent"”), unless the Rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date Separation Time (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. the Expiration Time (New York time) on April 27as defined in the Rights Agreement), 2011 at the office of the Rights Agent, Agent or its successors as Rights Agent, Agent designated for such purposespurpose, in one one-thousandth right of a fully paid and paid, nonassessable share of Series A Preferred Stock Common Stock, par value $0.001 per share, of the Company ("Preferred Stock") the “Shares”), at a purchase price of $150.00 0.001 per one one-thousandth of a share of Preferred Stock, as (the same may from time to time be adjusted in accordance with the Rights Agreement ("“Purchase Price")”) payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The portion of the legend in brackets shall be inserted only if applicable. The Purchase Price and not otherwise defined herein shall have the meanings ascribed to such terms in number and kind of shares which may be purchased upon exercise of each Right evidenced by this Right Certificate, as set forth above, are the Rights AgreementPurchase Price and the number and kind of shares which may be so purchased as of April 19, 2029. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of . If the Rights evidenced by this Right Certificate, Certificate are or were at any time on or after the earlier of the Separation Time or the Stock Acquisition Date (as provided by such terns are defined in the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are ) beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any an Acquiring Person (as such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified terms are defined in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person), such Rights shall be shall, under certain circumstances, become null and void and will no longer be transferable and no the holder hereof of any such Right (including any subsequent holder) shall not have any right with respect to exercise any such Rights from and after the occurrence of such Flip-In EventsRight. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of available from the Company and are available upon written request to the Companyrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (in cash or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series other securities of the Company's Preferred Stock having Company deemed by the Board of Directors to be at least equivalent rights, preferences and privileges), in value) of $0.001 per Right (which amount shall be subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, adjustment as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on prior to the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Titleearliest of:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Right Certificate. AIRNET COMMUNICATIONS CORPORATION This certifies that _______________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27January 9, 2001 (the "Rights Agreement") ), between Extreme Networks, Inc.AirNet Communications Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC Continental Stock Transfer & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., Melbourne, Florida time) , on April 27January 9, 2011 2011, at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $0.01 per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 80.00 per one one-thousandth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the certification and the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of _______________, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-thousandths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon events. From and after the happening occurrence of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise an event described in Section 11(a)(ii) of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Certificate are Agreement) acquired or beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or Affiliate of an Acquiring Person (iii) under certain circumstances specified as such terms are defined in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person), such Rights shall be null become void, and void and will no longer be transferable and no any holder hereof shall have any right with respect to of such Rights from and after the occurrence of shall thereafter have no right to exercise such Flip-In EventsRights. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyoffices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement)Company's option, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all par value $0.001 per share, or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Shares. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] thousandth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20____. ATTESTAttest: Extreme NetworksAIRNET COMMUNICATIONS CORPORATION By: ----------------------------------------- Countersigned: Title: -------------------------------------- ---------------------------------- Rights Agent By: ------------------------------- Authorized Signature B-2 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _________________________________ hereby sells, Inc. assigns and transfers unto ____________________________________________________ By: (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________________ Secretary Title:, Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________ ___, ______ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To AIRNET COMMUNICATIONS CORPORATION: The undersigned hereby irrevocably elects to exercise ________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, Certificate to purchase the undersigned hereby sells, assigns Preferred Shares issuable upon the exercise of such Rights and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number (Please print name and address) If such number of transferee) ___________________________________ (_______________) of Rights shall not be all the Rights represented evidenced by this Right Certificate, together with all right, title a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and interest in delivered to: Please insert social security or other identifying number (Please print name and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. address) Dated:___________: _____________ ___________________________, _____ (Signature) Signature Signature Guaranteed: CERTIFICATE ----------- Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement).
Appears in 1 contract
Right Certificate. This certifies that [__________] This certifies that [__________], or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27[_____], 2001 2004 (the "Rights Agreement") ), between Extreme Networks, Inc.COVANSYS CORPORATION, a Delaware Michigan corporation (the "Company"), and Mellon Investor Services LLC [_____] (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York time) , on April 27[_____], 2011 2014 at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A B Junior Participating Preferred Stock of the Company Company, without par value (the "Preferred StockShares") ), at a purchase price of $150.00 [____] per one one-thousandth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of [_____], 2004, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-thousandths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyoffices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights AgreementRight or (ii) may be exchanged, the Company mayin whole or in part, at its option, at any time after a Flip-In Event, exchange all for Preferred Shares or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] thousandth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in, lieu thereof, a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of [_____], 2004. COVANSYS CORPORATION By: _______________, 20___. ATTEST: Extreme Networks, Inc. ______________ Name: Title: COUNTERSIGNED: By __________________________ ByName: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 [Form of Reverse Side of Right Certificate Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Samples: Rights Agreement (Covansys Corp)
Right Certificate. INSMED INCORPORATED ------------------- This certifies that ________________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27May 16, 2001 (the "Rights Agreement") ), between Extreme Networks, Inc.Insmed Incorporated, a Delaware Virginia corporation (the "Company"), and Mellon Investor Services LLC First Union National Bank, a national banking association (the "Rights Agent"), to purchase from the Company Company, at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. P.M. (New York Richmond, Virginia time) on April 27May 16, 2011 (unless such time is extended prior thereto by the Board of Directors) at the principal stock transfer office of the Rights Agent, or its successors successor as Rights Agent, designated for such purposes, one one-thousandth (1/1000/th/) of a fully paid and nonassessable share of the Series A Junior Participating Preferred Stock of the Company ("Preferred Stock") ), at a purchase price of $150.00 35 per one one-thousandth (1/1000/th/) of a share of Preferred Stock, as (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), ) upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the The number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per one one-thousandth (1/1000/th/) of a share set forth above, are subject to modification the number and adjustment upon Purchase Price as of May 16, 2001, based on the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise Stock of the Rights evidenced by this Right Certificate, Company as provided by constituted at such date. The Company reserves the Rights Agreement. Upon right to require prior to the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Triggering Event (as such term is defined in the Rights Agreement) or (ii) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. All capitalized terms not defined herein shall have the Expiration Date (as such term is defined meaning set forth in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Insmed Inc)
Right Certificate. R. XXXXX & XO. This certifies that ____________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27September 25, 2001 1996 (the "Rights Agreement") ), between Extreme Networks, Inc.W. R. Xxxxx & Xo., a Delaware corporation (formerly Grace Holding, Inc.) (the "Company"), and Mellon Investor Services LLC The Chase Manhattan Bank (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York time) , on April September 27, 2011 2006 at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable share of Series A Junior Participating Preferred Stock Stock, without par value (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 200 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of __________, 1996, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for Preferred Shares or shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), par value $.01 per Right (subject to adjustment)share. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose to be the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in with respect to the election of directors, directors or upon any matter submitted to stockholders shareholder at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings any meeting or other actions action affecting stockholders shareholder (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20____. ATTEST: Extreme NetworksW. R. XXXXX & XO. By: --------------------------------- ------------------------------------ Countersigned: THE CHASE MANHATTAN BANK By: ----------------------------------------- Authorized Signature 37 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ______________________________ hereby sells, Inc. assigns and transfers unto ___________________________________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns Please print name and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints ______________________________ attorney this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company Company, with full power of substitution. Dated:_______: _________________ ____________________________________ (Signature) Signature Signature Guaranteed: CERTIFICATE ----------- Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement).
Appears in 1 contract
Samples: Rights Agreement (Grace Holding Inc)
Right Certificate. XXXXXXXXX DOWNS INCORPORATED This certifies that _______________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27March 19, 2001 1998 (the "Rights Agreement") ), between Extreme Networks, Inc.Xxxxxxxxx Xxxxx Incorporated, a Delaware Kentucky corporation (the "Company"), and Mellon Investor Services LLC Bank of Louisville, a Kentucky banking corporation, as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby shall have been previously redeemed or mandatorily exchanged by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. p.m., Louisville, Kentucky time, on the 10th anniversary of the date of the Rights Agreement (New York time) on April 27the "Expiration Date"), 2011 at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposesin Louisville, one Kentucky, one-thousandth (1/1,000) of a fully paid and paid, nonassessable share of Series A 1998 Preferred Stock Stock, without par value, of the Company (the "Preferred StockShares") ), at a purchase price of $150.00 per one one-thousandth (1/1,000) of a share of Preferred Stockequal to $80.00, as (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The Purchase Price and not otherwise defined herein shall have the meanings ascribed to such terms in number and kind of shares which may be purchased upon exercise of each Right evidenced by this Right Certificate, as set forth above, are the Rights AgreementPurchase Price and the number and kind of shares which may be so purchased as of March 19, 1998. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of . If the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are at any time beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any an Acquiring Person (as such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified terms are defined in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person), such Rights shall be null and void and will no longer be transferable nontransferable and no the holder hereof of any such Right (including any purported transferee or subsequent holder) shall not have any right with respect to exercise or transfer any such Rights from and after the occurrence of such Flip-In EventsRight. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof hereof, and reference to which the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive above-mentioned office of the Company Rights Agent and are also available from the Company upon written request to the Companyrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer or corporate trust office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (in cash or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series other securities of the Company's Preferred Stock having Company deemed by the Board of Directors to be at least equivalent rights, preferences and privileges), in value) of $.01 per Right (which amount shall be subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, adjustment as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal ) at any time prior to the same fraction earlier of (a) the then Current Market Price tenth Business Day (as such term is defined in the Rights Agreement) (or such later date as may determined by the Board of Directors of the Company) after such time as a Person becomes an Acquiring Person and (b) the Expiration Date. The Company may, but shall not be required to, issue fractions of Preferred Shares or distribute certificates which evidence fractions of Preferred Shares upon the exercise of any Right or Rights evidenced hereby. In lieu of issuing fractional shares, the Company may elect to make a cash payment as provided in the Rights Agreement for fractions of a share other than one- thousandth (1/1,000) of a share or any integral multiple thereof or to issue certificates or to utilize a depositary arrangement as provided in the terms of the Rights Agreement and the Preferred Stock or Common Stock, as the case may beShares. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or Company, including, without limitation, any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of of: ______________ XXXXXXXXX XXXXX INCORPORATED By:_______________, 20___. ATTEST: Extreme Networks, Inc. __________ Name:_______________________ Title:______________________ Attest: ______________________________ By: __________Name:_________________________ Secretary Title:_________________________________ COUNTERSIGNEDCountersigned: Mellon Investor Services LLC BANK OF LOUISVILLE, as Rights Agent By:____________________________________ Authorized Officer 4 Form of [On Reverse Side of Right Certificate Certificate] FORM OF ASSIGNMENT ------------------ ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to transfer any or all of exercise the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Right Certificate. ADAPTIVE BROADBAND CORPORATION This certifies that ______________, _____ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement Agreement, dated as of April 27February 10, 2001 2000 (the "Amended and Restated Rights Agreement") ), between Extreme Networks, Inc.Adaptive Broadband Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC BankBoston, N.A. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Amended and Restated Rights Agreement) and prior to 5:00 p.m. (New York time) Eastern time on April 27June 30, 2011 2002 at the office of the Rights AgentAgent designated for such purpose, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $.10 per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 300.00 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized The number of Rights evidenced by this Right Certificate (and the number of one one- hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of February 10, 2000, based on the Preferred Shares as constituted at such date. From and after the time any Person becomes an Acquiring Person, (as such terms used herein are defined in the Amended and not otherwise Restated Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined herein in the Amended and Restated Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate who becomes a transferee after the Acquiring Person becomes such, or (iii) under certain circumstances specified in the Amended and Restated Rights Agreement, a transferee of any such Acquiring Person, Associate or Affiliate who becomes a transferee prior to or concurrently with the B-1. Acquiring Person becoming such, such Rights shall become null and void without any further action and no holder hereof shall have the meanings ascribed any right with respect to such terms in Rights from and after the Rights Agreementtime any Person becomes an Acquiring Person. As provided in the Amended and Restated Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Amended and Restated Rights Agreement, as amended from time to time, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which the Amended and Restated Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Amended and Restated Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Amended and Restated Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock Stock, par value $.10 per share, or, upon circumstances set forth in the Amended and Restated Rights Agreement, cash, property or for Preferred Stock (or shares of a class or series other securities of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth including fractions of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Stock. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock ) but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Amended and Restated Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Amended and Restated Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Amended and Restated Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Amended and Restated Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS Witness the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________, 20____. ATTESTAttest: Extreme Networks, Inc. _______Adaptive Broadband Corporation ________________________________ By: ___________________________________ Secretary Title:____: _____________________________ COUNTERSIGNEDCountersigned: Mellon Investor Services LLC BankBoston, N.A., as Rights Agent By:: ____________________________ Authorized Signatory B-3. Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) For Value Received ______________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- _______________________________________________________________________________ (Name, Please print name and address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company Company, with full power of substitution. Dated:____: ____________________ ________________________________________ (Signature) Signature Signature Guaranteed: CERTIFICATE ----------- Signatures must be guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. --------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by checking this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the appropriate boxes that:Amended and Restated Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. ______________________________________ Signature B-5. Form of Reverse Side of Rights Certificate FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.)
Appears in 1 contract
Right Certificate. CIVIC BANCORP This certifies that ___________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27November 8, 2001 1996 (the "Rights Agreement") ), between Extreme Networks, Inc.Civic BanCorp, a Delaware California corporation (the "Company"), and Mellon Investor ChaseMellon Shareholder Services LLC (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., San Francisco time) , on April 27October 31, 2011 2006 at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 35.00 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one- hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of November 8, 1996, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for Preferred Shares or shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)no par value. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, _____, 20___. ATTEST: Extreme Networks, Inc. CIVIC BANCORP _________________________________ By _________________________________ Countersigned: CHASEMELLON SHAREHOLDER SERVICES LLC By _______________________________ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________________________________ By: hereby sells, assigns and transfers unto ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ _______________________________________________________________________________ (SignaturePlease print name and address of transferee) _______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________, 19__. ___________________________________ Signature Signature Guaranteed: CERTIFICATE ----------- Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). _________________________________ Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to transfer the Right Certificate.)
Appears in 1 contract
Samples: Rights Agreement (Civic Bancorp)
Right Certificate. This certifies that that_________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27November 8, 2001 2000 ("Rights Agreement") between Extreme NetworksVirage, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC Continental Stock Transfer & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) on April 27November 7, 2011 2010 at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable share of Series A Preferred Stock of the Company ("Preferred Stock") at a purchase price of $150.00 100.00 per one one-thousandth of a share of Preferred Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] thousandth of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme NetworksVirage, Inc. By: ---------------------------------- --------------------------------- Secretary Title: ------------------------------ COUNTERSIGNED: Continental Stock Transfer and Trust Company As Rights Agent By: --------------------------------- Authorized Officer Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ __________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Virage Inc)
Right Certificate. This certifies that ______________, ___________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 2725, 2001 (the "Rights Agreement") between Extreme NetworksOnLine Power Supply, Inc., a Delaware Nevada corporation (the "Company"), and Mellon Investor Services LLC Corporate Stock Transfer, Inc. (the "Rights Agent"), to purchase from the Company Company, unless the Rights have been previously redeemed, at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. the Expiration Date (New York time) defined in the Rights Agreement), or the date, if any, on April 27which the Rights evidenced by this Certificate may be redeemed, 2011 at the stock transfer office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth (1/1,000th) of a one (1) fully paid and nonassessable share of Series A Preferred Stock of the Company ("P Preferred Stock") , at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, as 200.00 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly completed and executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate as set forth above (and not otherwise defined herein shall have the meanings ascribed to number of shares which may be purchased upon exercise thereof), and the Purchase Price set forth above, are the number and Purchase Price as of the date of the Rights Agreement based on the shares of Common Stock of the Company as constituted at such date. Upon the occurrence of an event described in clause (A), (B), (C) or (D) of Section 11(a)(ii) of the Rights Agreement, the holder of any Rights that are, or were, beneficially owned by an Acquiring Person or an Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) or certain transferees thereof which engaged in, or realized the benefit of, an event or transaction or transactions described in clause (A), (B), (C) or (D) of such Section 11(a)(ii), shall not be entitled to the benefit of the adjustment described in such Section 11(a)(ii). As provided in the Rights Agreement, the Purchase Price and the number and class of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and hereof. Reference is made to which the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company Rights Agent and are available upon written request to at the principal office of the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer office of the Rights AgentAgent set forth above, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate such number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Right Certificate. This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27July , 2001 1986 (the "Rights Agreement") between Extreme NetworksThe Goodyear Tire & Rubber Company, Inc., a Delaware an Ohio corporation (the "Company"), and Mellon Investor Services LLC (Manufacturers Upon the "Rights Agent"), to purchase from the Company at any time after the Distribution Date occurrence of a Triggering Event (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) on April 27, 2011 at the office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable share of Series A Preferred Stock of the Company ("Preferred Stock") at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring PersonPerson (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any an Affiliate or Associate of an Acquiring Person, such Rights shall be become null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In EventsTriggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions provision and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations limitation of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive above- mentioned office of the Company and are available upon written request to the CompanyRights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares one two-hundredths of a share of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:to
Appears in 1 contract
Right Certificate. This certifies that _____________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 272, 2001 ("Rights Agreement") between Extreme Networks, Inc.Agile Software Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC Fleet National Bank (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) on April 272, 2011 at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-one- thousandth of a fully paid and nonassessable share of Series A Preferred Stock of the Company ("Preferred Stock") at a purchase price of $150.00 120.00 per one one-one- thousandth of a share of Preferred Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. 1 As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Right Certificate. X. XXXXXX HOLDINGS, INC. This certifies that _____________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27January 24, 2001 1997 (the "Rights Agreement") ), between Extreme NetworksX.X. Xxxxxx Holdings, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC Norwest Bank Minnesota, National Association (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., Minneapolis time) , on April 27January 23, 2011 2007 at the office or offices of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth one- hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, without par value per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, as 100.00 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of February 7, 1997, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the office or offices of the Rights Agent and will be mailed without charge by the Company or the Rights Agent to the holder of this certificate promptly following receipt by the Company or the Rights Agent of a written request therefor. From and after the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) (as such terms are defined in the Rights Agreement) shall be void and any holder of such Rights shall thereafter have no right to the Companyexercise such Rights under any provision of this Agreement. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may certificate (i) may, but are not required to, be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject , subject to the provisions of adjustment as provided in the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactionsmay, acquisitions or other events described above as self-dealing transactions occurbut are not required to, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged by the Company in whole or in part for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Shares. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository scrip or depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitutionCompany. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Right Certificate. HICKORY TECH CORPORATION This certifies that _______________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27February 25, 2001 1999 (the "Rights Agreement") ), between Extreme Networks, Inc.Hickory Tech Corporation, a Delaware Minnesota corporation (the "Company"), and Mellon Investor Services LLC Norwest Bank Minnesota, National Association (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., Minneapolis time) , on April 27March 12, 2011 2009 at the office or offices of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, no par value per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, as ______ (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of March 12, 1999, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the office or offices of the Rights Agent and will be mailed without charge by the Company or the Rights Agent to the holder of this certificate promptly following receipt by the Company or the Rights Agent of a written request therefor. From and after the date that any Person becomes an Acquiring Person, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) (as such terms are defined in the Rights Agreement) shall be void and any holder of such Rights shall thereafter have no right to the Companyexercise such Rights under any provision of this Agreement. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may certificate (i) may, but are not required to, be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right. Subject , subject to the provisions of adjustment as provided in the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactionsmay, acquisitions or other events described above as self-dealing transactions occurbut are not required to, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged by the Company in whole or in part for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Shares. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company Company. Dated: HICKORY TECH CORPORATION By -------------------------- Xxxxxx X. Xxxxx, Xx. President and its corporate seal. Dated as Chief Executive Officer Attest: By --------------------------- Xxxxx X. Xxxxxxxxxxx Secretary Countersigned for purposes of authentication only: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By --------------------------- Authorized Signature B-3 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, ____________ hereby sells, assigns and transfers unto _______________, 20___. ATTEST: Extreme Networks, Inc. ____________ (PRINT NAME OF TRANSFEREE) ______________________________________ By: ______________________(PRINT ADDRESS OF TRANSFEREE) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Secretary Title:________________________Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Please insert social security number taxpayer identification number or other identifying number: ------------------------------------------- Dated: --------------------------- Signature Signature Guaranteed: --------------------------------------------------------- The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15. FORM OF REVERSE SIDE OF RIGHT CERTIFICATE--CONTINUED FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To: Hickory Tech Corporation The undersigned hereby irrevocably elects to exercise _________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, Certificate to purchase the undersigned hereby sells, assigns Preferred Shares issuable upon the exercise of such Rights and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number: ------------------------------------------- ------------------------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------------------------- If such number of transferee) ___________________________________ (_______________) of Rights shall not be all the Rights represented evidenced by this Right Certificate, together with all righta new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security, title taxpayer identification or other identifying number: -------------------------------------------------- ------------------------------------------------------------------------------- (Please print name and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. address) ------------------------------------------------------------------------------- Dated:________________________ ________________________________ (Signature) : --------------------------- ------------------------------------- Signature Signature Guaranteed: CERTIFICATE ----------- --------------------------------------------------------- The undersigned hereby certifies signature(s) should be guaranteed by checking an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15. EXHIBIT C HICKORY TECH CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 25, 1999, the appropriate boxes that:Board of Directors of Hickory Tech Corporation (the "Company"), declared a dividend of one preferred share purchase right (a "Right") per share for each outstanding share of Common Stock, no par value per share (the "Common Shares"), of the Company. The dividend is payable to shareholders of record on March 12, 1999 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, no par value per share (the "Preferred Shares"), of the Company at a price of $65.00 per one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as of February 25, 1999, between the Company and Norwest Bank Minnesota, National Association, as Rights Agent (the "Rights Agent"). Initially, the Rights will be evidenced by the certificates representing Common Shares then outstanding and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares, and a Distribution Date for the Rights will occur, upon the earlier of: (i) the first date of public announcement that a Person or group of affiliated or associated Persons has become an "Acquiring Person" (I.E., has become, subject to certain exceptions, the beneficial owner of 15% or more of the outstanding Common Shares (other than as a result of a Permitted Offer and subject to certain exceptions)) and (ii) the close of business on the 10th day following the commencement or public announcement of a tender offer or exchange offer, the consummation of which would result in a person or group of affiliated or associated persons becoming an Acquiring Person.
Appears in 1 contract
Samples: Rights Agreement (Hickory Tech Corp)
Right Certificate. Hallwood Energy Corporation This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27June 8, 2001 1999, as the same may be amended from time to time (the "Rights Agreement") ), between Extreme Networks, Inc.Hallwood Energy Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC Registrar and Transfer Company, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York p.m., Denver, Colorado time) , on April 27June 7, 2011 2009 at the office or agency of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A B Junior Participating Preferred Stock of Stock, par value $.01 per share (the Company ("Preferred Stock") ), of the Company at a purchase price of $150.00 40.00 per one one-thousandth of a share of Preferred Stock, as Stock (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one- thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of June 8, 1999, based on the Preferred Stock as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and Price, the number of shares one one-thousandths of a share of Preferred Stock (or other securities which or property) that may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Right Certificate. VIRCO MFG. CORPORATION This certifies that ______________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions terms and conditions of the a Rights Agreement dated as of April 27, 2001 (the "Rights Agreement") dated as of October 18, 1996, by and between Extreme Networks, Inc.Virco Mfg. Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC The Chase Manhattan Bank (the "Rights Agent"), to purchase from the Company at any time after prior to the Distribution earlier of the Redemption Date (as such term is defined in the Rights Agreement) and or 5:00 o'clock p.m., Los Angeles time, on the Expiration Date (October 25, 2006, unless the Distribution Date (as defined in the Rights Agreement) shall have occurred on or prior to 5:00 p.m. (New York time) on April 27such date and the Rights shall have separated from the Common Shares, 2011 in which case the Expiration Date is the date that is the tenth anniversary of the Distribution Date), at the office or agency of the Rights Agent at Los Angeles, California, or at the office of the Rights Agent, or its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable share of Series A Junior Participating Cumulative Preferred Stock Stock, par value $0.01 per share, of the Company (a "Preferred StockShare") or, in certain circumstances, other securities or other property, at a purchase price of $150.00 40.00 (Forty Dollars) per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Exercise Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase Purchase, including Certificate, on the reverse side hereof completed and duly executed, with signature guaranteed. Capitalized terms used herein The number of Rights represented by this Right Certificate and not otherwise defined herein shall have the meanings ascribed to Exercise Price set forth above are the number of Rights and the Exercise Price as of October 25 1996, based upon the Preferred Shares as constituted on such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Exercise Price and the number of shares of Preferred Stock Shares or other securities which or other property that may be purchased upon the exercise of the Rights evidenced represented by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening occurrence of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which 48 The Rights Agreement reference is hereby made for contains a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation . This Right Certificate is subject to all the terms and conditions of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement, which terms and conditions are hereby incorporated herein by reference and made a part hereof. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon presentation and surrender at the principal office above-mentioned offices of the Rights Agent, with the Form of Assignment, including Certificate, on the reverse side hereof completed and duly executed, with signature guaranteed, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing representing Rights entitling the holder of record thereof to purchase a like aggregate number of shares of Preferred Stock Shares or, in certain circumstances, other securities or other property, as the Rights evidenced represented by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive receive, upon the surrender hereofhereof with the Form of Election to Purchase, including Certificate, on the reverse side hereof completed and duly executed, with signature guaranteed, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced represented by this Right Certificate may be redeemed by the Company Company, at its option option, at a redemption price of $.001 per Right. Subject to Right or, upon the provisions occurrence of the Rights Agreementcertain events, the Company mayCompany, at its option, at any time after a Flip-In Event, may exchange all or part of the such Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges fully paid and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding nonassessable shares of Common Stock, the Board may require all or any portion par value $.01 per share, of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, Company at an exchange ratio ratio, per Right, of one share that number of Common Stock or one one-thousandth Shares (as defined in the Rights Agreement) which, as of the date of the Board of Directors' action, has a Current Market Price (as defined in the Rights Agreement) equal to the difference between the Exercise Price and the Current Market Price of the Common Shares which each holder of a share of Preferred Stock (or Right would have a right to receive upon the exercise of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)on such date. No fractional shares of Preferred Stock securities shall be issued upon the exercise of any Right or Rights evidenced represented hereby (other than fractions which of Preferred Shares that are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which that may, at the option of the Company, be evidenced represented by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced represented by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Right Certificate. MONDAY LTD This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27[ ], 2001 2002 as it may be amended from time to time (the "Rights Agreement") ), between Extreme Networks, Inc.Monday Ltd, a Delaware corporation company incorporated under the laws of Bermuda (the "Company"), and Mellon Investor Services LLC [RIGHTS AGENT], as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby shall have been previously redeemed or exchanged by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on April 27, 2011 at the office 10th anniversary of the date of the Rights AgentAgreement (the "Expiration Date"), at the principal office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, designated for such purposes, one one-one- thousandth (1/1,000th) of a fully paid and nonassessable share of paid, Series A Junior Preferred Stock Share, US$0.0001 par value, of the Company (the "Preferred StockShares") ), at a purchase price of $150.00 per one one-one- thousandth (1/1,000th) of a share of Preferred Stock, as equal to US$100.00 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price")) payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The Purchase Price and not otherwise the number and kind of shares which may be purchased upon exercise of each Right evidenced by this Right Certificate, as set forth above, are the Purchase Price and the number and kind of shares which may be so purchased as of the Record Date (as defined herein shall have the meanings ascribed to such terms in the Rights Agreement). As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of . If the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are at any time beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any an Acquiring Person (as such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified terms are defined in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person), such Rights shall be null and void and will no longer be transferable nontransferable and no the holder hereof of any such Right (including any purported transferee or subsequent holder) shall not have any right with respect to exercise or transfer any such Rights from and after the occurrence of such Flip-In EventsRight. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and the offices of the Rights Agent. Copies of the Rights Agreement are also available from the Company upon written request to the Companyrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer or corporate trust office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate may be redeemed by the Company at its option at a redemption price (in cash or Common Shares or other securities of $.001 the Company deemed by the Board of Directors to be at least equivalent in value) of US$0.01 per Right. Subject Right (which amount shall be subject to the provisions of adjustment as provided in the Rights Agreement, the Company may, at its option, ) at any time after a Flip-In Event, exchange all or part prior to the earlier of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group such time as a Person becomes an Acquiring Person or and (ii) any of the types of transactionsExpiration Date. The Company may, acquisitions or other events described above as self-dealing transactions occurbut shall not be required to, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share issue fractions of Preferred Stock (Shares or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares distribute certificates which evidence fractions of Preferred Stock shall be issued Shares upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples hereby. In lieu of one [one-thousandth] of issuing fractional shares, the Company may elect to make a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, cash payment as provided in the Rights Agreement, Agreement for fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price a share other than one one-thousandth (as such term is defined in the Rights Agreement1/1,000th) of a share or any integral multiple thereof or to issue certificates or utilize a depositary arrangement as provided in the terms of the Rights Agreement and the Preferred Stock or Common Stock, as the case may beShares. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or Company, including, without limitation, any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned counter signed by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (Monday LTD)
Right Certificate. ARKANSAS BEST CORPORATION This certifies that ________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereofowner, subject to the terms, provisions and conditions of the First Amended and Restated Rights Agreement Agreement, dated as of April 27May 1, 2001 (the "Rights Agreement") ), between Extreme Networks, Inc.Arkansas Best Corporation, a Delaware corporation (the "Company"), and Mellon Computershare Investor Services LLC Services, LLC, a Delaware limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., Central time) , on April 2730, 2011 (unless extended or earlier redeemed by the Company in accordance with the terms of the Rights Agreement) at the stockholders services office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposesone fully paid, one one-thousandth of a fully paid and nonassessable share of Series A Preferred Stock Common Stock, par value $0.01 per share (the "Common Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, as 80.00 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price")) per Right, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to such terms in number of Common Shares that may be purchased upon exercise of the Rights Agreementevidenced by this Right Certificate) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of May 1, 2001 based on the Common Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which Common Shares that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein in this Right Certificate by reference and made a part hereof of this Right Certificate for all purposes and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities under this Right Certificate of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stockholders services office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be is exercised in part, the holder shall will be entitled to receive upon surrender hereof, of this Right Certificate another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Right Certificate. This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27December 18, 2001 1996 (the "Rights Agreement") ), between Extreme Networks, Chronimed Inc., a Delaware Minnesota corporation (the "Company"), and Mellon Investor Services LLC Norwest Bank Minnesota, National Association (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York 5:00P.M., Minneapolis time) , on April 27December 18, 2011 2006 at the office or offices of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $.01 per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, as 120 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of December __, 1996, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-thousandths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the above-mentioned office or offices of the Rights Agent and will be mailed without charge by the Company or the Rights Agent to the holder of this certificate promptly following receipt by the Company or the Rights Agent of a written request therefor. From and after the occurrence of a Section11(a)(ii) Event (as such term is defined in the Rights Agreement), any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) (as such terms are defined in the Rights Agreement) shall be void and any holder of such Rights shall thereafter have no right to the Companyexercise such Rights under any provision of this Agreement. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may certificate (i) may, but are not required to, be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject , subject to the provisions of adjustment as provided in the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactionsmay, acquisitions or other events described above as self-dealing transactions occurbut are not required to, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged by the Company in whole or in part for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Shares. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] thousandth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:to
Appears in 1 contract
Samples: Rights Agreement (Chronimed Inc)
Right Certificate. This certifies that ____________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27February 24, 2001 1999 ("Rights Agreement") between Extreme NetworksPower Integrations, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC BankBoston, N.A. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) on April 27February 23, 2011 2009 at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable share of Series A Preferred Stock of the Company ("Preferred Stock") at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 2019____. ATTEST: Extreme NetworksPower Integrations, Inc. _______________________________________ By: :____________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC BankBoston, N.A. As Rights Agent By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ________________________________________________________________________________ ________________________________________________________________________________ (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ____________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Right Certificate. WEB.COM, INC. This certifies that __________________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27August 4, 2001 2006 (the "Rights Agreement") between Extreme NetworksWeb.com, Inc., a Delaware Minnesota corporation (the "Company"), and Mellon Investor Services LLC Wells Faxxx Xxxreowner Services, as Rights Agent (the "Rights Agent"), unless the rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) Eastern time on April 27July 23, 2011 2007, at the principal office or offices of the Rights Agent designated for such purpose, or at the office of the its successor as Rights Agent, Agent or its successors as Rights Agent, designated for such purposes, one one-thousandth hundredth (1/100th) of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, no par value, of the Company (the "Preferred Stock") ), at a cash purchase price of $150.00 20.00 per one one-thousandth hundredth (1/100th) of a share of Preferred Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form form of Election election to Purchase purchase and the related certificate duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of fractional shares of Preferred Stock which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of ____________, ____ based on the shares of Preferred Stock as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, and in certain circumstances may be exercised to purchase securities other than shares of Preferred Stock, Stock or securities of issuers other property, may be acquired upon exercise of than the Rights evidenced by this Right Certificate, as provided by the Rights AgreementCompany. Upon the occurrence of a Flip-In Event, if If the Rights evidenced by this Rights Certificate are at any time beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any an Acquiring Person (as such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified terms are defined in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person), such Rights shall be null and void and will no longer be transferable nontransferable and no the holder hereof of any such Right (including any purported transferee or subsequent holder) shall not have any right with respect to exercise or transfer any such Rights from and after the occurrence of such Flip-In EventsRight. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and the Rights Agent and are also available free of charge upon written request mailed to the Company. This Rights Agent at: Wells Fargo Shareowner Services 161 N. Concord Exxxxxxe Street South St. Paul, MN 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxxxxx Xxxx Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Board of Directors at a redemption price of $0.0001 per Right (payable in cash or other consideration) appropriately adjusted as provided in the Rights Agreement at any time prior to the earlier to occur of (i) the occurrence of 10 days after a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Stock Acquisition Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Final Expiration Date. No fractional shares of Preferred Stock shall (other than integral multiples of one one-hundredths (1/100ths) of a share, which may, at the election of the Company, be evidenced by depositary receipts) will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of hereby, but in lieu thereof a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _______________, 20____ WEB.COM, INC. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_____: Countersigned: Wells Fargo Shareowner Services, as Rights Agent By: ____________________________ COUNTERSIGNEDTitle: Mellon Investor Services LLC By:________: ____________________________ Authorized Officer 4 Form of Title: [On Reverse Side of Right Certificate Rights Certificate] FORM OF ASSIGNMENT ------------------ ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to transfer any or all of the exercise Rights represented by this the Right Certificate) FOR VALUE RECEIVEDTo: WEB.COM, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and INC. Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of transfereeRights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- OPTIONAL ELECTION TO EXERCISE WITHOUT PAYMENT OF CASH: With respect to the exercise of ______________ of the Rights specified above, the undersigned hereby elects to exercise such Rights without payment of cash and to receive a number of one one-hundredth (1/100th) of a share of Preferred Stock or other securities having a value (as determined pursuant to the Rights Agreement) equal to the difference between (i) the value of the Preferred Stock or other securities that would have been issuable upon exercise thereof upon payment of the Purchase Price as provided in the Rights Agreement, and (ii) the amount of such Purchase Price. Dated: ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Signature Medallion Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (WEB.COM, Inc.)
Right Certificate. INTERRA FINANCIAL INCORPORATED This certifies that ___________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 2730, 2001 1997 (the "Rights Agreement") ), between Extreme Networks, Inc.Interra Financial Incorporated, a Delaware corporation (the "Company"), and Mellon Investor Services LLC Norwest Bank Minnesota, National Association (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., Minneapolis time) , on April 2730, 2011 2007, at the office or offices of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth one- hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $1.00 per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 per one one-thousandth of a share of Preferred Stock, as 140.00 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 30, 1997, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one- hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the office or offices of the Rights Agent and will be mailed without charge by the Company or the Rights Agent to the holder of this certificate promptly following receipt by the Company or the Rights Agent of a written request therefor. From and after the date that any Person becomes an Acquiring Person, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) (as such terms are defined in the Rights Agreement) shall be void and any holder of such Rights shall thereafter have no right to the Companyexercise such Rights under any provision of this Agreement. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may certificate (i) may, but are not required to, be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right. Subject , subject to the provisions of adjustment as provided in the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactionsmay, acquisitions or other events described above as self-dealing transactions occurbut are not required to, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged by the Company in whole or in part for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Shares. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company and its corporate sealCompany. Dated as of Dated: INTERRA FINANCIAL INCORPORATED By _______________, 20___________ [Name and Title] Countersigned for purposes of authentication only: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By __________________________ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, ____________ hereby sells, assigns and transfers unto ______________________________ (print name of transferee) ______________________________________ (print address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. ATTESTPlease insert social security number taxpayer identification number or other identifying number: Extreme NetworksDated: ______________________ ___________________________ Signature Signature Guaranteed:_______________________ The signature(s) should be guaranteed by an eligible guarantor institution (banks, Inc. stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Form of Reverse Side of Right Certificate_continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To: Interra Financial Incorporated The undersigned hereby irrevocably elects to exercise_________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number:____________________________ _______________________________________________________________ By(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security, taxpayer identification or other identifying number:___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right CertificatePlease print name and address) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) Dated: ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Signature Guaranteed: CERTIFICATE ----------- __________________________________ The undersigned hereby certifies signature(s) should be guaranteed by checking an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Exhibit C INTERRA FINANCIAL INCORPORATED SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On April 30, 1997, the appropriate boxes that:Board of Directors of Interra Financial Incorporated (the "Company"), declared a dividend of one preferred share purchase right (a "Right") per share for each outstanding share of Common Stock, par value $.125 (the "Common Shares"), of the Company. The dividend is payable to stockholders of record on May 12, 1997 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 (the "Preferred Shares"), of the Company at a price of $140.00 per one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as of April 30, 1997, between the Company and Norwest Bank Minnesota, National Association, as Rights Agent (the "Rights Agent"). Initially, the Rights will be evidenced by the certificates representing Common Shares then outstanding and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares, and a Distribution Date for the Rights will occur, upon the earlier of: (i) the first date of public announcement that a person or group of affiliated or associated persons has become an "Acquiring Person" (i.e., has become the beneficial owner of 15% or more of the outstanding Common Shares (other than as a result of a Permitted Offer and subject to certain exceptions)) and (ii) the close of business on the 10th day following the commencement or public announcement of a tender offer or exchange offer, the consummation of which would result in a person or group of affiliated or associated persons becoming an Acquiring Person.
Appears in 1 contract
Right Certificate. SUREWEST COMMUNICATIONS This certifies that ______________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, originally dated as of April 27March 12, 2001 1998, as amended and restated as of March 10, 2008 ("as amended and restated, the “Rights Agreement") ”), between Extreme Networks, Inc.SUREWEST COMMUNICATIONS, a Delaware California corporation formerly known as Roseville Communications Company (the "“Company"”), and Mellon Investor Services LLC AMERICAN STOCK TRANSFER & TRUST COMPANY (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. P.M. (New York San Francisco time) on April 27March 10, 2011 2018 at the office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable share of Series A Preferred Common Stock of the Company ("Preferred “Common Stock"”) at a purchase price of $150.00 90.00 per one one-thousandth of a share of Preferred Stockshare, as the same may from time to time be adjusted in accordance with the Rights Agreement ("“Purchase Price"”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Common Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Common Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event Stock Acquisition Date (as such term is defined in the Rights Agreement) or (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date, the Rights evidenced by this title Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right. Subject to the provisions of the Rights Agreement, Right or exchanged by the Company may, at its option, at any time after a Flip-In Event, exchange all option in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Common Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, thereof as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, as any of the rights of a stockholder shareholder of the Company or any right to vote in the election of directors, ; or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Right Certificate. MEADOWBROOK INSURANCE GROUP, INC. This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27September 20, 2001 1999 (the "Rights Agreement") ), between Extreme NetworksMeadowbrook Insurance Group, Inc., a Delaware Michigan corporation (the "Company"), and Mellon Investor Services LLC First Chicago Trust Company of New York (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., Detroit, Michigan time) , on April 27October 15, 2011 2009, at the principal office of the Rights Agent designated for such purpose, or at the office of the Rights Agent, or its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Preferred Stock (the "Preferred Shares") of the Company ("Preferred Stock") Company, at a purchase price of $150.00 80 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of September 20, 1999, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyprincipal office of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company Company, at its option option, at a redemption price of $.001 0.01 per Right. Subject to the provisions of the Rights Agreement, Right or (ii) may be exchanged by the Company mayin whole or in part for Preferred Shares, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock Stock, or for Preferred Stock (substantially equivalent rights or shares of a class or series of other consideration as determined by the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___19 . [SEAL] ATTEST: Extreme NetworksMEADOWBROOK INSURANCE GROUP, Inc. _______________________________________ INC. By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNEDBy: Mellon Investor Services LLC ------------------------------- ---------------------------------- Its: Its: ------------------------------- ---------------------------------- Countersigned: , as Rights Agent ---------------------------------- By:____________________________________ : ------------------------------- Authorized Officer 4 Signature Its: ------------------------------ Title 49 [Form of Reverse Side of Right Certificate Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, ------------------------------------------- assigns and transfers unto -------------------------------------------------------------------------------- ------------------------------------------------------ -------------------------------------------------------------------------------- (Name, Please print name and address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rightstherein, and does hereby irrevocably constitutes constitute and appoints _________________________ attorney appoint Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company Company, with full power of substitution. Dated:________________________ ________________________________ (Signature) : , ------------------------- -------- ---------------------------------------- Signature Signature Guaranteed: CERTIFICATE ----------- Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- CERTIFICATION The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). ---------------------------------------- Signature 50 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To MEADOWBROOK INSURANCE GROUP, INC. The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: ---------------- -------------------------------------------------------------------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: --------------------- -------------------------------------------------------------------------------- (Please print name and address) Dated: , ------------------- ------ --------------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. 51 Form of Reverse Side of Right Certificate -- continued CERTIFICATION The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------------------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C MEADOWBROOK INSURANCE GROUP, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 15, 1999, the Board of Directors of Meadowbrook Insurance Group, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Shares"), of the Company. The dividend is payable on October 15, 1999 (the "Record Date") to stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Preferred Stock (the "Preferred Shares"), of the Company at a price of $80 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of September 20, 1999 (the "Rights Agreement") between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent") and are summarized below. Until the earlier to occur of (i) 10 business days (or such later date as may be determined by a majority of the Continuing Directors) following the date of public announcement by the Company or an Acquiring Person that any person or group of affiliated or associated persons have become an Acquiring Person, (ii) 10 business days (or such later date as may be determined by a majority of the Continuing Directors) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of associated persons of 15% or more of the Company's outstanding Common Shares, or (iii) 10 business days (or such later date as may be determined by a majority of the Continuing Directors) following the date on which a majority of the Continuing Directors (as such term is defined in the Rights Agreement), in good faith, informs the Company by written notice of the existence of an Acquiring Person (the earliest of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto.
Appears in 1 contract
Right Certificate. PRESIDENT CASINOS, INC. This certifies that _____________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27November 20, 2001 1997 (the "Rights Agreement") ), between Extreme NetworksPresident Casinos, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. P.M. (New York St. Louis time) on April 27December 7, 2011 2007 (the "Final Expiration Date") at the principal office of the Rights Agent, or its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and paid, nonassessable share of the Series A Junior Participating Preferred Stock of the Company Stock, $0.01 par value ("Preferred Stock") ), of the Company, at a purchase price of $150.00 _________ per one one-thousandth hundredth of a share of Preferred Stock, as (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase on the reverse side hereof duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of shares which may be purchased upon exercise of each Right) and the Purchase Price set forth above, are the number and Purchase Price as of __________________,______, based on the shares of Preferred Stock of the Company as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of each of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Right Certificate. THE LUBRIZOL CORPORATION This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement dated as of April 27July 26, 2001 1999 (the "Rights Agreement") between Extreme NetworksThe Lubrizol Corporation, Inc., a Delaware an Ohio corporation (the "Company"), and Mellon Investor Services LLC American Stock Transfer & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. P.M. (New York Cleveland, Ohio time) on April 27October 12, 2011 2007 at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposesin New York, one New York or Cleveland, Ohio, one-thousandth half of a one fully paid and nonassessable share of Series A Preferred Stock Common Share, without par value (a "Common Share") of the Company ("Preferred Stock") Company, at a purchase price of $150.00 170 per one one-thousandth of a share of Preferred Stock, as whole Common Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of July 26, 1999, based on the Common Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities Common Shares which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive above-mentioned office of the Company and are available upon written request to the CompanyRights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent in New York, New York or Cleveland, Ohio, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .05 per Right. Subject to the provisions of the Rights Agreement, the Company maypayable, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares election of the Company's , in cash, Common Stock Shares of the Company or for Preferred Stock (or shares of a class or series such other consideration as may be determined by the Directors of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action or action, or, to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________. THE LUBRIZOL CORPORATION Attest:____, 20___. ATTEST______________ By:______________________ Name:____________________ Title:___________________ Countersigned: Extreme NetworksAMERICAN STOCK TRANSFER & TRUST COMPANY By:______________________ Name:____________________ Title:___________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED, Inc. ___________________________________ hereby sells, assigns and transfers unto ______________________________________ (Please print name and address of transferee) ________________________________________________________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rightstherein, and does hereby irrevocably constitutes constitute and appoints _________________________ attorney appoint Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company Company, with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Signature Guaranteed: CERTIFICATE ----------- Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Lubrizol Corp)
Right Certificate. Hallwood Energy Corporation This certifies that ______________, _ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27__________ __, 2001 1999, as the same may be amended from time to time (the "Rights Agreement") ), between Extreme Networks, Inc.Hallwood Energy Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC Registrar and Transfer Company, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York p.m., Dallas, Texas time) , on April 27__________, 2011 2009 at the office or agency of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock of Stock, par value $.10 per share (the Company ("Preferred Stock") ), of the Company at a purchase price of $150.00 40.00 per one one-thousandth of a share of Preferred Stock, as Stock (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of __________ __, 1999, based on the Preferred Stock as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and Price, the number of shares one one-thousandths of a share of Preferred Stock (or other securities which or property) that may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request to the Companytherefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (Stock, par value $.02 per share, or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. HALLWOOD ENERGY CORPORATION By: ------------------------------ Name: Willxxx X. Xxxxxxxx Title: President ATTEST: Extreme Networks------------------------------ [Title] Countersigned: REGISTRAR AND TRANSFER COMPANY, Inc. _______________________________________ AS RIGHTS AGENT By: ___________________________________ Secretary ---------------------------------------------- Name: -------------------------------------------- Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:-------------------------------------------
Appears in 1 contract
Right Certificate. ORIUS CORP. This certifies that ______________, ______________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27August __, 2001 1999, as the same may be amended from time to time (the "Rights Agreement") ), between Extreme Networks, Inc.Orius Corp., a Delaware Florida corporation (the "Company"), and Mellon Investor Services LLC ______________, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., __________________ time) , on April 27August __, 2011 2009 at the office or agency of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock of Stock, par value $.01 per share (the Company ("Preferred Stock") ), of the Company at a purchase price of $150.00 ______ per one one-thousandth of a share of Preferred Stock, as Stock (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the The number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate and the number of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee one one-thousandths of a person whoshare of Preferred Stock which may be purchased upon exercise hereof) set forth above, after and the Purchase Price set forth above, are the number and Purchase Price as of _______________, based on the Preferred Stock as constituted at such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Eventsdate. As provided in This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request to the Companytherefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (Stock, par value $.01 per share, or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock which are integral multiples of one [one-thousandth] thousandth of a share of Preferred Stock, which may, at the option election of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, _______, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (Orius Corp)
Right Certificate. This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Plan dated as of April 27February 2, 2001 1999 ("Rights AgreementPlan") between Extreme NetworksAmerican Residential Investment Trust, Inc., a Delaware Maryland corporation (the "Company"), and Mellon Investor Services LLC American Stock Transfer and Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights AgreementPlan) and prior to 5:00 p.m. (New York time) on April 27February 2, 2011 2009 at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable share of Series A Preferred Stock of the Company ("Preferred Stock") at a purchase price of $150.00 30.00 per one one-thousandth hundredth of a share of Preferred Stockshare, as the same may from time to time be adjusted in accordance with the Rights Agreement Plan ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights AgreementPlan. As provided in the Rights AgreementPlan, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights AgreementPlan. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (American Residential Investment Trust Inc)
Right Certificate. This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement dated as of April 27January 14 , 2001 2019 ("as amended from time to time, the “Rights Agreement"”) between Extreme Networks, Inc.XXXX.XXX LIMITED (the “Company”) and The Bank of New York Mellon, a Delaware corporation New York banking corporation, as Rights Agent (the "Company"), and Mellon Investor Services LLC (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) the close of business on April 27January 13 , 2011 2029 at the office or offices of the Rights AgentAgent designated for such purpose, or its successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable paid, non-assessable share of Series A Junior Participating Cumulative Preferred Stock Shares (the “Preferred Shares”) of the Company ("Preferred Stock") Company, at a purchase price of $150.00 200 per one one-thousandth of a share of Preferred Stock, as (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase “Exercise Price"”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and the related Certification properly completed and duly executed, accompanied by a signature guarantee and such other documents as the Rights Agent may require. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise the number of one one-thousandths of a Preferred Share which may be purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as of January 14 , 2019 based on the Preferred Shares as constituted at such date. Upon the occurrence of a Section 11.1.2 Event (as such term is defined herein shall have the meanings ascribed to such terms in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person, or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person or an Associate or Affiliate of any such Acquiring Person or (c) under certain circumstances specified in the Rights Agreement, a transferee of a Person who, after such transfer, became an Acquiring Person or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11.1.2 Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number of shares one one-thousandth of a Preferred Stock Share or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have had entitled such holder to purchase. If this Right Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject If this Right Certificate is exercised in whole or in part pursuant to Section 11.1.2 of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any time prior to the earlier part of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate may be redeemed by for shares of the Company Company’s Ordinary Shares or Preferred Shares at its option at an exchange ratio (subject to adjustment) of one Ordinary Share or one one-thousandth of a redemption price of $.001 Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Right Certificate for shares may be terminated by the Board of Directors of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock)Company at its option. In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior The Company is not obligated to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No issue fractional shares of Preferred Stock shall be issued share upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] thousandth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts). If the Company elects not to issue such fractional shares, and no fractional shares of Common Stock in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock Preferred Shares, Ordinary Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:Corporate Seal
Appears in 1 contract
Right Certificate. MEDCATH INCORPORATED This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27October 15, 2001 1996 (the "Rights Agreement") ), between Extreme Networks, Inc.MedCath Incorporated, a Delaware North Carolina corporation (the "Company"), and Mellon Investor Services LLC First Union National Bank of North Carolina (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York P.M., Charlotte, North Carolina time) , on April 27October 15, 2011 2006 at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $.01 per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 120 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of October 28, 1996, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for Preferred Shares or shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), par value $.01 per Right (subject to adjustment)share. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:1996.
Appears in 1 contract
Samples: Rights Agreement (Medcath Inc)
Right Certificate. This certifies that [__________] This certifies that [__________], or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27December 1, 2001 2004 (the "Rights Agreement") ), between Extreme Networks, Inc.COVANSYS CORPORATION, a Delaware Michigan corporation (the "Company"), and Mellon Investor Services LLC EquiServe Trust Company, N.A. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York time) , on April 27November 1, 2011 2014 at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A B Junior Participating Preferred Stock of the Company Company, without par value (the "Preferred StockShares") ), at a purchase price of $150.00 11.00 per one one-thousandth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of November 1, 2004, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-thousandths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyoffices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights AgreementRight or (ii) may be exchanged, the Company mayin whole or in part, at its option, at any time after a Flip-In Event, exchange all for Preferred Shares or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] thousandth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in, lieu thereof, a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of [_____], 2004. COVANSYS CORPORATION By: _______________, 20___. ATTEST_______ Name: Extreme Networks, Inc. Title: COUNTERSIGNED: By _______________________________ Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________________________ By: hereby sells, assigns and transfers unto___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________________________________________________________ (SignaturePlease print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________ Signature __________________________ Signature Guaranteed: CERTIFICATE ----------- Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated: ____________________________ Signature ____________________________ The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.
Appears in 1 contract
Samples: Rights Agreement (Covansys Corp)
Right Certificate. The Meridian Resource Corporation This certifies that _________________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27May 5, 2001 1999 (the "Rights Agreement") ), between Extreme Networks, Inc.The Meridian Resource Corporation, a Delaware Texas corporation (the "Company"), and Mellon Investor Services LLC American Stock Transfer & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. the close of business (New York timeas defined in the Rights Agreement) on April 27May 5, 2011 2009, at the office principal offices of the Rights Agent, or at the offices of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable interest in one share of Series A B Preferred Stock Stock, par value $1.00 per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 _______ per one one-thousandth of interest in a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-thousandth interests in a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of May 5, 1999, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares of one one-thousandth interests in a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of interests in Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights AgreementRight payable in cash, the Company may, at its option, at any time after a Flip-In Event, exchange all Preferred Shares or other consideration or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for Preferred Shares or shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), par value $.01 per Right (subject to adjustment)share. No fractional shares of interests in Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions fractional interests which are integral multiples of one [one-thousandth] thousandth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 20____. ATTESTTHE MERIDIAN RESOURCE CORPORATION By__________________________________ Countersigned: Extreme Networks, Inc. ____________________________________ By__________________________________ Authorized Signature B-2 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________________________ Byhereby (Please print name and address of transferee) sells, assigns and transfers unto___ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________ ,_____. ___________________________________ Secretary Title:_________________________________ COUNTERSIGNEDSignature Signature Guarantee: Mellon Investor Services LLC By:_Signatures must be guaranteed by an "eligible guarantor institution" (such as a bank, stockbroker, credit union or savings association) pursuant to Rule 17Ad-15 of the Rules and Regulations of the Securities Exchange Act of 1934. ================================================================================ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and that after due inquiry and to the best of the knowledge of the undersigned, it did not acquire the Rights evidenced by this Rights Certificate for any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of such Person. ___________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate Signature ================================================================================ FORM OF ASSIGNMENT ------------------ REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to transfer any or all of exercise the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Right Certificate. This certifies that ____________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27September 10, 2001 1998 (as amended from time to time, the "Rights Agreement") ), between Extreme NetworksIDACORP, Inc., a Delaware an Idaho corporation (the "Company"), and Mellon Investor Services LLC The Bank of New York (the "Rights Agent"), to purchase purchase, subject to any required regulatory approval, from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York City time) , on April 27September 10, 2011 2008 (subject to earlier redemption or exchange of the Rights by the Company, as set forth in the Rights Agreement), at the shareholders services office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable share of A Series A Preferred Stock Stock, without par value, (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 95 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of [___________, ___], based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number or amount of shares of Preferred Stock securities or other securities assets which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at either the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed or exchanged by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall securities will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] hundredth of a share of Preferred Stocksuch security, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _[______________, 2019___]. ATTEST: Extreme NetworksIDACORP, Inc. _______________________________________ By: ________________________ Countersigned: By: ______________________ Secretary Title:___Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ______________________________ COUNTERSIGNED: Mellon Investor Services LLC By:___________________hereby sells, assigns and transfers unto _________________ Authorized Officer 4 Form ---------------------------------------------------------- (Please print name and address of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by transferee) ---------------------------------------------------------- this Right Certificate) FOR VALUE RECEIVED, the undersigned together with all right, title and interest therein, and does hereby sells, assigns irrevocably constitute and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________appoint ________________ (_______________) of the Rights represented by this Right CertificateAttorney, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights the within Right Certificate on the books of the within-named Company Company, with full power of substitution. Dated:_____________________, 19___ ________________________________ (Signature) ----------------------- Signature Signature Guaranteed: CERTIFICATE Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate ----------- The undersigned hereby certifies certifies, for the benefit of the Company and other holders of Rights, by checking the appropriate boxes boxes, that:
Appears in 1 contract
Samples: Rights Agreement (Idacorp Inc)
Right Certificate. ORIENT-EXPRESS HOTELS LTD. This certifies that ___________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27June 1, 2001 2000, (the "Rights Agreement") ), between Extreme Networks, Inc.Orient-Express Hotels Ltd., a Delaware corporation Bermuda company (the "Company"), and Mellon Investor Services LLC Fleet National Bank (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York City time) , on April 27June 1, 2011 2010 at the designated office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Shares, par value $.01 per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 142 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein executed along with a signature guarantee and not otherwise defined herein shall have the meanings ascribed to such terms in other and further documentation as the Rights AgreementAgent may reasonably require. The number of Rights evidenced by this Right Certificate (and the number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of June 1, 2000, based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events andevents. PRIOR TO THE DISTRIBUTION DATE (AS DEFINED IN THE RIGHTS AGREEMENT), upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In EventsTHE RIGHTS EVIDENCED BY THIS CERTIFICATE WERE EVIDENCED BY ONE OR MORE CERTIFICATES FOR THE CLASS [A][B] COMMON SHARES OF THE COMPANY. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal designated office of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably require, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Right Certificate. This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement dated as of April 27January 14, 2001 2019 ("as amended from time to time, the “Rights Agreement"”) between Extreme Networks, Inc.XXXX.XXX LIMITED (the “Company”) and The Bank of New York Mellon, a Delaware corporation New York banking corporation, as Rights Agent (the "Company"), and Mellon Investor Services LLC (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) the close of business on April 27January 13, 2011 2029 at the office or offices of the Rights AgentAgent designated for such purpose, or its successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable paid, non-assessable share of Series A Junior Participating Cumulative Preferred Stock Shares (the “Preferred Shares”) of the Company ("Preferred Stock") Company, at a purchase price of $150.00 200 per one one-thousandth of a share of Preferred Stock, as (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase “Exercise Price"”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and the related Certification properly completed and duly executed, accompanied by a signature guarantee and such other documents as the Rights Agent may require. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise the number of one one-thousandths of a Preferred Share which may be purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as of January 14, 2019 based on the Preferred Shares as constituted at such date. Upon the occurrence of a Section 11.1.2 Event (as such term is defined herein shall have the meanings ascribed to such terms in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person, or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person or an Associate or Affiliate of any such Acquiring Person or (c) under certain circumstances specified in the Rights Agreement, a transferee of a Person who, after such transfer, became an Acquiring Person or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11.1.2 Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number of shares one one-thousandth of a Preferred Stock Share or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have had entitled such holder to purchase. If this Right Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject If this Right Certificate is exercised in whole or in part pursuant to Section 11.1.2 of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any time prior to the earlier part of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate may be redeemed by for shares of the Company Company’s Ordinary Shares or Preferred Shares at its option at an exchange ratio (subject to adjustment) of one Ordinary Share or one one-thousandth of a redemption price of $.001 Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Right Certificate for shares may be terminated by the Board of Directors of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock)Company at its option. In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior The Company is not obligated to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No issue fractional shares of Preferred Stock shall be issued share upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] thousandth of a share of Preferred StockShare, which may, at the option election of the Company, be evidenced by depository depositary receipts). If the Company elects not to issue such fractional shares, and no fractional shares of Common Stock in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock Preferred Shares, Ordinary Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:Corporate Seal
Appears in 1 contract
Right Certificate. OCTEL COMMUNICATIONS CORPORATION This certifies that ____________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Second Amended and Restated Rights Agreement Agreement, dated as of April 27May 13, 2001 1997 (the "Rights Agreement") ), between Extreme Networks, Inc., a Delaware corporation Octel Communications Corporation (the "Company"), and Mellon Investor Services LLC The First National Bank of Boston (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York time) , on April 27May 13, 2011 2007 at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock Stock, par value $.001 per share (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 100.00 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of May 13, 1997, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredths of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the 37 rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Right Certificate. Brillian Corporation This certifies that ______________, ______________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27September 2, 2001 2003, as the same may be amended from time to time (the "Rights Agreement") ), between Extreme Networks, Inc.Brillian Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC The Bank of New York, as Rights Agent (the "Rights Agent"), to purchase from the Company Brillian at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York City time) , on April 27September 2, 2011 2013 at the office or agency of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, designated for such purposes, one one-thousandth of a fully paid and nonassessable non-assessable share of Series A Junior Participating Preferred Stock of Stock, par value $.001 per share (the Company ("Preferred Stock") ), of the Company at a purchase price of $150.00 40.00 per one one-thousandth of a share of Preferred Stock, as Stock (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Rights Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-thousandths of a share of Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of September 2, 2003, based on the Preferred Stock as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and Price, the number of shares one one-thousandths of a share of Preferred Stock (or other securities or property) which may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request to the Companytherefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all Right or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (Stock, par value $.001 per share, or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock which are integral multiples of one [one-thousandth] thousandth of a share of Preferred Stock, which may, at the option election of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or distributions or be deemed for any purpose the holder of Common the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided and subject to the conditions in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 20 . Attest: Brillian Corporation By: By: ------------------------- ------------------------- Name: Name: ----------------------- ----------------------- Title: Title: ---------------------- ---------------------- Countersigned: THE BANK OF NEW YORK By: ------------------------- Name: ----------------------- Title: ---------------------- B-3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE) FORM OF ASSIGNMENT (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE) FOR VALUE RECEIVED _______, 20___. ATTEST: Extreme Networks________________ hereby sells, Inc. assigns and transfers unto _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________________________________________________________ (SignaturePlease print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ __________________________________ Signature GuaranteedSIGNATURE GUARANTEE: CERTIFICATE ----------- Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. -------------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by, were not acquired by the appropriate boxes that:undersigned from, and are not being transferred or assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ---------------------------------- Signature B-4 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE RIGHTS REPRESENTED BY THE RIGHTS CERTIFICATE) To Brillian Corporation: The undersigned hereby irrevocably elects to exercise ________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: ------------------------------------- ------------------------------------------- Signature (Signature must conform to holder specified on Right Certificate) SIGNATURE GUARANTEE: Signature must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.
Appears in 1 contract
Samples: Rights Agreement (Brillian Corp)
Right Certificate. THE LUBRIZOL CORPORATION This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement dated as of April 27July 26, 2001 1999 (the "Rights Agreement") between Extreme NetworksThe Lubrizol Corporation, Inc., a Delaware an Ohio corporation (the "Company"), and Mellon Investor Services LLC American Stock Transfer & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. P.M. (New York Cleveland, Ohio time) on April 27October 12, 2011 2007 at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposesin New York, one New York or Cleveland, Ohio, one-thousandth half of a one fully paid and nonassessable share of Series A Preferred Stock Common Share, without par value (a "Common Share") of the Company ("Preferred Stock") Company, at a purchase price of $150.00 170 per one one-thousandth of a share of Preferred Stock, as whole Common Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of July 26, 1999, based on the Common Shares as constituted at such date.
(1) The portion of the legend in brackets shall have be inserted only if applicable and if the meanings ascribed Company is able to such terms in identify the Rights Agreementholder as an Acquiring Person or an Affiliate or Associate of an Acquiring Person. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities Common Shares which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive above-mentioned office of the Company and are available upon written request to the CompanyRights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent in New York, New York or Cleveland, Ohio, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .05 per Right. Subject to the provisions of the Rights Agreement, the Company maypayable, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares election of the Company's , in cash, Common Stock Shares of the Company or for Preferred Stock (or shares of a class or series such other consideration as may be determined by the Directors of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of Preferred Stock, which may, at the option election of the Company, be evidenced by depository depositary receipts), and no fractional shares of Common Stock but in lieu thereof a cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action or action, or, to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTESTTHE LUBRIZOL CORPORATION Attest: Extreme Networks, Inc. _______________________________________ By: ____________________________ Name: _______________________ Secretary Title:: __________________________ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By: ____________________________ COUNTERSIGNEDName: Mellon Investor Services LLC By:___________________ Title: _________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED, ____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- __________________________________________ (Name, Please print name and address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________ ___________________ Signature Signature Guaranteed: CERTIFICATE ----------- Certificate The undersigned hereby certifies by checking the appropriate boxes that:
(1) This Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); and
Appears in 1 contract
Samples: Rights Agreement (Lubrizol Corp)
Right Certificate. W. GRAINGER, INC. This certifies that that, ___________________, or registered assignsregxxxxxxx xxxxgns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 2728, 2001 1999 (the "Rights Agreement") ), between Extreme NetworksW.W. Grainger, Inc., a Delaware an Illinois corporation (the "Company"), and Mellon Investor Services LLC BankBostxx, X.X. (the xxe "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (P.M., New York City time) , on April 27May 15, 2011 2009 at the office of the Rights AgentAgent designated for such purpose, or at the office of its successors successor as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid and nonassessable paid, non-assessable share of Series A A-1999 Junior Participating Preferred Stock Stock, par value $5.00 (the "Preferred Shares"), of the Company ("Preferred Stock") Company, at a purchase price of $150.00 250 per one one-thousandth hundredth of a share of Preferred Stock, as Share (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The number of Rights evidenced by this Right Certificate (and not otherwise defined herein shall have the meanings ascribed to number of one one-hundredth of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of ___________, based on the Preferred Shares as constituted at such terms in the Rights Agreementdate. As provided in the Rights Agreement, the Purchase Price and the number of shares one one-hundredth of a Preferred Stock or other securities Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, as the same may be amended from time to time, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the Companyabove-mentioned office of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 per Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any entitled the holder to purchase the number of shares of common stock, par value $.50 ("Common Shares"), of the types Company and/or under certain circumstances the number of transactionsPreferred Shares, acquisitions cash, other property or other events described above as self-dealing transactions occursecurities with a value of twice the exercise price, and prior or (iii) may be exchanged, in whole or in part, by the Company at its option for the number of Preferred Shares, Common Shares or other securities, with a market value equal to the acquisition by such person or group of fifty percent (50% or more %) of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)fair market value. No fractional shares of Preferred Stock shall Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of a share of hereby, but in lieu thereof depositary receipts for such fractional Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock Shares will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofa cash payment will be made, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders shareholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (Grainger W W Inc)
Right Certificate. EDMARK CORPORATION This certifies that _______________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27November 29, 2001 1995 (the "Rights Agreement") ), between Extreme Networks, Inc.Edmark Corporation, a Delaware Washington corporation (the "Company"), and Mellon Investor Services LLC First Interstate Bank of Washington, N.A., as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (5 p.m., New York City time) , on April 27November 29, 2011 2005 (the "Expiration Date"), at the principal office of the Rights Agent, or its successors as Rights AgentAgent (in Seattle, designated for such purposesWashington), one one-thousandth of a fully paid and paid, nonassessable share 1-A 34 of Series A Preferred Stock Common Stock, no par value, of the Company (the "Preferred StockCommon Shares") ), at a purchase price of share equal to $150.00 per one one-thousandth of a share of Preferred Stock, as 100 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price")) payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The Purchase Price and not otherwise defined herein shall have the meanings ascribed to such terms in number and kind of shares that may be purchased upon exercise of each Right evidenced by this Right Certificate, as set forth, are the Rights AgreementPurchase Price and the number and kind of shares that may be so purchased as of December 15, 1995. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of . If the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are at any time beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any an Acquiring Person (as such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified terms are defined in the Rights Agreement), a transferee such Purchase Price and the number and kind of a person who, after such transfer, became shares that may be purchased upon the exercise of each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person, Person or any an Affiliate or Associate of an Acquiring PersonPerson (as such terms are defined in the Rights Agreement), such Rights shall be null and void and will no longer be transferable nontransferable and no the holder hereof of any such Right (including any purported transferee or subsequent holder) shall not have any right with respect to exercise or transfer any such Rights from and after the occurrence of such Flip-In EventsRight. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein in this Right Certificate by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities under this Right Certificate of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive above-mentioned office of the Company Rights Agent and are also available from the Company upon written request to the Companyrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the principal 1principal stock transfer or corporate trust office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate may be redeemed by the Company at its option at a redemption price (in cash or shares of Common Stock or other securities of the Company deemed by the Company's Board of Directors to be at least equivalent in value) of $.001 per Right. Subject to the provisions of the Rights Agreement, the Right (which amount shall The Company may, at its optionbut shall not be required to, at any time after a Flip-In Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares issue fractions of Common Stock, the Board may require all Shares or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share distribute certificates that evidence fractions of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued Shares upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples hereby. In lieu of one [one-thousandth] of issuing fractional shares, the Company may elect to make a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, cash payment as provided in the Rights Agreement, Agreement for fractions of shares a share or to issue certificates or utilize a depository arrangement as provided in the terms of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereofof the Right or Rights evidenced by this Right Certificate, nor shall anything contained in the Rights Agreement or herein in this Right Certificate be construed to confer upon the holder hereof, as such, any may of the rights of a stockholder shareholder of the Company or Company, including, without limitation, any right to vote in for the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified shareholder except as provided in the Rights Agreement) , or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTESTof: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:------------------------------------------------------
Appears in 1 contract
Right Certificate. EDMARK CORPORATION This certifies that _______________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of April 27, 2001 November 29 1995 (the "Rights Agreement") ), between Extreme Networks, Inc.Edmark Corporation, a Delaware Washington corporation (the "Company"), and Mellon Investor Services LLC First Interstate Bank of Washington, N.A., as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (5 p.m., New York City time) , on April 27November 29 2005 (the "Expiration Date"), 2011 at the principal office of the Rights Agent, or its successors as Rights AgentAgent (in Seattle, designated for such purposesWashington), one one-thousandth of a fully paid and paid, nonassessable share of Series A Preferred Stock Common Stock, no par value, of the Company (the "Preferred StockCommon Shares") ), at a purchase price of share equal to $150.00 per one one-thousandth of a share of Preferred Stock, as 100 (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price")) payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein The Purchase Price and not otherwise defined herein shall have the meanings ascribed to such terms in number and kind of shares that may be purchased upon exercise of each Right evidenced by this Right Certificate, as set forth, are the Rights AgreementPurchase Price and the number and kind of shares that may be so purchased as of November 29 1995. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of . If the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are at any time beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any an Acquiring Person (as such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified terms are defined in the Rights Agreement), a transferee such Purchase Price and the number and kind of a person who, after such transfer, became shares that may be purchased upon the exercise of each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person, Person or any an Affiliate or Associate of an Acquiring PersonPerson (as such terms are defined in the Rights Agreement), such Rights shall be null and void and will no longer be transferable nontransferable and no the holder hereof of any such Right (including any purported transferee or subsequent holder) shall not have any right with respect to exercise or transfer any such Rights from and after the occurrence of such Flip-In EventsRight. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein in this Right Certificate by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities under this Right Certificate of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive above-mentioned office of the Company Rights Agent and are also available from the Company upon written request to the Companyrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the principal 1principal stock transfer or corporate trust office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Right Certificate may be redeemed by the Company at its option at a redemption price (in cash or shares of Common Stock or other securities of the Company deemed by the Company's Board of Directors to be at least equivalent in value) of $.001 per Right. Subject Right (which amount shall be subject to the provisions of adjustment as provided in the Rights Agreement, the Company may, at its option, ) at any time after prior to the earlier of (i) such time as a Flip-In Event, exchange all or part of Person (as defined in the Rights evidenced by this Certificate Agreement) becomes an Acquiring Person and (ii) the Expiration Date; provided, however, that for shares the 120-day period after any date of change (resulting from a proxy or consent solicitation) in a majority of the Company's Common Stock or for Preferred Stock Board of Directors in office at the commencement of such solicitation, the Rights may only be redeemed if (or shares A) there are directors then in office who were in office at the commencement of a class or series of such solicitation and (B) the Company's preferred stock having Board of Directors, with the same rightsconcurrence of a majority of such directors then in office, privileges and preferences as determines that such redemption is, in its judgment, in the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any best interests of the types of transactionsCompany and its shareholders. The Company may, acquisitions or other events described above as self-dealing transactions occurbut shall not be required to, and prior to the acquisition by such person or group of 50% or more of the outstanding shares issue fractions of Common Stock, the Board may require all Shares or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share distribute certificates that evidence fractions of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock shall be issued Shares upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples hereby. In lieu of one [one-thousandth] of issuing fractional shares, the Company may elect to make a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof, cash payment as provided in the Rights Agreement, Agreement for fractions of shares a share or to issue certificates or utilize a depository arrangement as provided in the terms of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereofof the Right or Rights evidenced by this Right Certificate, nor shall anything contained in the Rights Agreement or herein in this Right Certificate be construed to confer upon the holder hereof, as such, any may of the rights of a stockholder shareholder of the Company or Company, including, without limitation, any right to vote in for the election of directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified shareholder except as provided in the Rights Agreement) , or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ ________________________________ (Signature) Signature Guaranteed: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Right Certificate. In Focus Systems, Inc. This certifies that ______________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Agreement, dated as of April 27July 16, 2001 1997 as the same may be amended from time to time (the "Rights Agreement") ), between Extreme NetworksIn Focus Systems, Inc., a Delaware an Oregon corporation (the "Company"), and Mellon Investor Services LLC ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) P.M. California time on April 27July 16, 2011 2007, at the office offices of the Rights Agent, or its successors as Rights Agent, designated for such purposespurpose, one one-thousandth half of a one fully paid and paid, nonassessable common share of Series A Preferred Stock (the "Common Shares") of the Company ("Preferred Stock") Company, at a purchase price of $150.00 130.00 per one one-thousandth of a share of Preferred Stockwhole Common Share, as subject to adjustment (the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and certification duly executed. The number of Rights evidenced by this Right Certificate (and the number of Common Shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of July 31, 1997 based on the Common Shares as constituted at such date. Capitalized terms used herein and not otherwise defined herein in this Right Certificate without definition shall have the meanings ascribed to such terms them in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities Common Shares which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office offices of the Company and are available upon written request to the CompanyRights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Board of Directors may, at its option, (i) redeem the Rights evidenced by this Right Certificate at a redemption price of $.01 per Right at any time prior to the earlier close of (i) business on the occurrence of a Flip-In Event (as such term is defined in tenth day after the Rights Agreement) Shares Acquisition Date or (ii) the Expiration Date (as such term is defined in the Rights Agreement), exchange Common Shares for the Rights evidenced by this Certificate Certificate, in whole or in part. The period during which redemption of the Rights is permitted may be redeemed extended by the Company at its option at Board of Directors of the Company, but such an extension shall require the concurrence of a redemption price majority of $.001 per Rightthe Continuing Directors. Subject to the provisions of Under certain circumstances set forth in the Rights Agreement, the Company may, at its option, at any time after decision to redeem shall require the concurrence of a Flip-In Event, exchange all or part majority of the Rights evidenced by this Certificate for shares of the Company's Common Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment)Continuing Directors. No fractional shares of Preferred Stock shall Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one [one-thousandth] of hereby, but in lieu thereof a share of Preferred Stock, which may, at the option of the Company, be evidenced by depository receipts), and no fractional shares of Common Stock cash payment will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereofmade, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote in for the election of directors, directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action action, or to receive notice of meetings or other actions affecting stockholders (other than certain actions specified except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. If any term, provision, covenant or restriction of the Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. This Right Certificate shall not be valid or obligatory binding for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________. Attest: IN FOCUS SYSTEMS, 20INC. By ___. ATTEST___________________ By _________________________________ Title: Extreme NetworksTitle: Countersigned: ChaseMellon Shareholder Services, Inc. L.L.C., as Rights Agent By_____________________________ Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________________________ By: hereby sells, assigns and transfers unto___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ __________________________________________________________________________ __________________________________________________________________________ (SignaturePlease print name and address of transferee) Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________ ________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________ --------------------------------------------- Signature Signature Guaranteed: CERTIFICATE ----------- -------------------------- Signatures must be guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. -------------------------------------------------------------------------------- The undersigned hereby certifies by checking the appropriate boxes that:
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