Right Certificate. Lincoln National 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 November 14, 1996 (the "Rights Agreement"), between Lincoln National Corporation, an Indiana corporation (the "Corporation"), and First National Bank of Boston (the "Rights Agent"), to purchase from the Corporation at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., eastern standard time, on November 14, 2006 at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one fully paid nonassessable share of the Common Stock, without par value, of the Corporation (the "Common Shares"), at a purchase price of $200 per Common Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of Common Shares 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 14, 1996, based on the Common Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of 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. 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 this 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 of the Corporation and of the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Corporation and the above-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 to purchase a like aggregate number of 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 another Right Certificate or Right Certificates for the number of whole Rights not exercised. In no event will certificates for fractional Rights be issued. Subject to the provisions of the Rights Agreement and Board action, the Rights evidenced by this Certificate (i) may be redeemed in whole, but not in part, by the Corporation at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for an equal number of Common Shares. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares or of any other securities of the Corporation 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 shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to 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 shareholders (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 as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purchase until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation, and its corporate seal. Dated as of November 14, 1996. ATTEST: Lincoln National Corporation By:----------------------- Secretary Countersigned: The First National Bank of Boston 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) 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 Corporation, 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.
Appears in 2 contracts
Samples: Rights Agreement (Lincoln National Corp), Rights Agreement (Lincoln National Corp)
Right Certificate. Lincoln National Corporation THE LUBRIZOL CORPORATION This certifies that , or registered assigns, is the registered owner of the number of rights 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 November 14October 13, 1996 1997 (the "Rights Agreement"), ) between Lincoln National The Lubrizol Corporation, an Indiana Ohio corporation (the "CorporationCompany"), and First National Bank of Boston American Stock Transfer & Trust Company (the "Rights Agent"), to purchase from the Corporation 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. (Cleveland, eastern standard Ohio time) on October 12, on November 14, 2006 2007 at the principal office of the Rights Agent designated for such purposeAgent, or at the office of its successor successors as Rights Agent, in New York, New York or Cleveland, Ohio, one-half of one fully paid nonassessable share of the Common StockShare, without par value, value (a "Common Share") of the Corporation (the "Common Shares")Company, at a purchase price of $200 170 per whole Common Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of Common Shares shares which may be purchased upon exercise hereofthereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of November 14October 13, 19961997, based on the Common Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of 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. 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 this 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 obligations, duties and immunities hereunder of the Corporation Rights Agent, the Company and of the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Corporation and the above-mentioned offices office of the Rights 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 to purchase a like aggregate number of 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 another Right Certificate or Right Certificates for the number of whole Rights not exercised. In no event will certificates for fractional Rights be issued. Subject to the provisions of the Rights Agreement and Board actionAgreement, the Rights evidenced by this Certificate (i) may be redeemed in whole, but not in part, by the Corporation Company at a redemption price of $.01 .05 per Right Right, payable, at the election of the Company, in cash, Common Shares of the Company or (ii) such other consideration as may be exchanged in whole or in part for an equal number determined by the Directors of Common Sharesthe Company. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares or of any other securities of the Corporation 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 shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting shareholders (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 as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purchase purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation, Company and its corporate seal. Dated as of November 14, 1996___________. ATTEST: Lincoln National Corporation By:----------------------- Secretary THE LUBRIZOL CORPORATION Attest:_____________________ By:_____________________ Name:___________________ Title:__________________ Countersigned: The First National Bank of Boston AMERICAN STOCK TRANSFER & TRUST COMPANY By: Authorized Signature :_____________________ Name:___________________ Title:__________________ [Form of Reverse Side of Right Certificate Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right CertificateCertificates.) FOR VALUE RECEIVED hereby RECEIVED,_______________________________________hereby sells, assigns and transfers unto ________________________________________ (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 , Attorney, to transfer the within Right Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: , :______________ ___________________________ Signature Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member firm of a registered national securities exchange, a member of checking the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Lubrizol Corp)
Right Certificate. Lincoln National 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 November 14, 1996 (the "Rights Agreement"), between Lincoln National Corporation, an Indiana corporation (the "Corporation"), and First National Bank of Boston (the "Rights Agent"), to purchase from the Corporation at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., eastern standard time, on November 14, 2006 at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one fully paid nonassessable share of the Common Stock, without par value, of the Corporation (the "Common Shares"), at a purchase price of $200 per Common Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights MYKROLIS CORPORATION evidenced by this Right Certificate (and the number of Common Shares shares which may be purchased upon exercise hereofthereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of November 14____________, 19962001, based on the shares of Common Shares Stock of the Company as constituted at such date. As more fully set forth in the Rights Agreement, upon the occurrence of a Common Stock Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) or (ii) a Disqualified Transferee (as defined in the Rights Agreement), such Rights shall automatically become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Common Stock Event. As provided in the Rights Agreement, the Purchase Price and the number of shares of Common Shares Stock 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. In the circumstances described in Section 13 of the Rights Agreement, the securities issuable upon the exercise of the Rights evidenced hereby, shall be the common stock or similar equity securities or equity interests of an entity other than 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 this 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 obligations, duties and immunities hereunder of the Corporation Rights Agent, the Company and of the holders of the Right Certificates, which 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 offices Principal Office of the Corporation Rights Agent and may be obtained by the above-mentioned offices holder of any Rights upon written request to the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office 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 to purchase a like aggregate number of shares of Common Shares 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. In no event will certificates for fractional Rights be issued. Subject to the provisions of the Rights Agreement and Board actionAgreement, the Rights evidenced by this Certificate (i) may be redeemed in whole, but not in partby the Company, by a two-thirds vote of the Corporation Directors, at any time prior to the Expiration Date, at a redemption price of $.01 per Right or (iiwhich amount is subject to adjustment as provided in the Rights Agreement.) may be exchanged in The Company is not obligated to issue whole or in part for an equal number fractional shares of Common Shares. No fractional Common Shares will be issued Stock (or other securities) upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will may be made, at the election of the Company, as provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares Stock or of any other securities of the Corporation 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 shareholder stockholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting shareholders stockholders (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 as provided in the Rights Right Agreement. This Right Certificate shall not be valid or obligatory for any purchase purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation, Company and its corporate seal. Dated as of November 14_____________, 19962001. MYKROLIS CORPORATION By:____________________________ ATTEST: Lincoln National Corporation By:----------------------- Name: [Seal] Title: _______________________________ Secretary Countersigned: The First National Bank Equiserve Trust Company, N.A. By:____________________________ Authorized Officer Date of Boston ByCountersignature: Authorized 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 the Right CertificateCertificates.) FOR VALUE RECEIVED ___________________ hereby sells, assigns and transfers unto _______________________________________________________________________, (Please print name and address of transferee) whose social security or tax identification number, is: ________________________________ the Rights evidenced by this Right Certificate, together with all right, title and interest thereinherein, and does hereby irrevocably constitute and appoint , _______________ Attorney, to transfer the within Right Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: ________________, 20__. ___________________________ 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.:
Appears in 1 contract
Right Certificate. Lincoln National Corporation MFB 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 November 14October 1, 1996 (the "Rights Agreement"), between Lincoln National CorporationMFB Corp., an Indiana corporation (the "Corporation"), and First National Bank of Boston Registrar and Transfer Company (the "Rights Agent"), to purchase from the Corporation at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., eastern standard time, on November 14October 1, 2006 at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one fully paid nonassessable share of the Common Stock, without par value, of the Corporation (the "Common Shares"), at a purchase price of $200 46.00 per Common Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of Common Shares 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 14October 21, 1996, based on the Common Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of 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. 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 this 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 of the Corporation and of the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Corporation and the above-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 to purchase a like aggregate number of 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 another Right Certificate or Right Certificates for the number of whole Rights not exercised. In no event will certificates for fractional Rights be issued. Subject to the provisions of the Rights Agreement and Board actionAgreement, the Rights evidenced by this Certificate (i) may be redeemed in whole, but not in part, by the Corporation at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for an equal number of Common Shares. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares or of any other securities of the Corporation 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 shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to 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 shareholders (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 as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purchase until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation, and its corporate seal. Dated as of November 14________________, 1996_____. ATTEST: Lincoln National Corporation By:----------------------- MFB CORP. By: Secretary President Countersigned: The First National Bank of Boston -------------------------- 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) 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 Corporation, 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. ================================================================================ CERTIFICATE 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 hereof (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.)
Appears in 1 contract
Samples: Rights Agreement (MFB Corp)
