Right Certificates Clause Samples
The 'Right Certificates' clause defines the documentation or instruments that evidence a party's entitlement to certain rights, such as shares, options, or other securities. In practice, this clause outlines the form, issuance, and transferability of these certificates, specifying how holders can prove their ownership or exercise their rights. By establishing clear procedures and standards for right certificates, the clause ensures transparency and reduces disputes over entitlement, thereby protecting both the issuer and the holder.
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Right Certificates. The Rights Agent shall have no duty or obligation under this Section 6 or any other similar provision of this Agreement unless and until it is satisfied that all such taxes and/or governmental charges have been paid in full.
Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.
Right Certificates. (a) The Right Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to Sections 11 and 22, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the Purchase Price per one one-hundredth of a share set forth therein, but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein.
(b) Any Right Certificate issued pursuant hereto that represents Rights that are or were beneficially owned by:
(i) a Person (or any Associate or Affiliate of such Person) who commences a tender or exchange offer (as determined by reference to Rule 14d-2
(a) under the Exchange Act) (other than any Person identified in clauses (i), (ii) or (iii) of Section 1(a)), the consummation of which would result in beneficial ownership by such Person of ten percent or more of outstanding Common Stock;
(ii) an Acquiring Person (or any Associate or Affiliate of such Person);
(iii) a transferee of an Acquiring Person (or of any Associate or Affiliate of such Person) which becomes a transferee after the Acquiring Person becomes such; or
(iv) a transferee of an Acquiring Person (or of any Associate or Affiliate of such Person) which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Associate or Affiliate of such Person) to holders of equity interests in such Acquiring Person (or any Associate or Affiliate of such Person) or to any Person with whom such Acquiring Person (or any Associate or Affiliate of such Person) has any continuing agreement, arrangement or understanding regarding either the transferred Rights or shares of Common Stock, or (B) a transfer which th...
Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
Right Certificates. RESOLVED, that the certificates evidencing the Rights (the "Right Certificates") shall be substantially in the form attached as Exhibit A to the Rights Agreement, with such additions, deletions, or modifications to or from such form as the officer or officers of the Corporation executing the Rights Agreement or any Right Certificate shall deem necessary, appropriate or desirable, as conclusively evidenced by the execution thereof by such officer or officers, and shall be issued and delivered as provided in the Rights Agreement. RESOLVED, that each of the officers of the Corporation is authorized, in the name and on behalf of the Corporation, to execute and deliver Right Certificates as provided in the Rights Agreement in fully registered form. RESOLVED, that the signatures of the officers of the Corporation so authorized to execute the Right Certificates may be the facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced thereon, the Corporation for such purpose hereby adopting each such facsimile signature as binding upon it, notwithstanding the fact that at the time the Right Certificates shall be countersigned, delivered or disposed of the officer so executing shall have ceased to be an officer of the Corporation or the Secretary or an Assistant Secretary, as the case may be. RESOLVED, that after the Exercisability Date, each of the officers of the Corporation is authorized to deliver the Right Certificates to the Rights Agent (appointed as described below) in such denominations as may be determined by the officers delivering the Right Certificates (such determination to be conclusively evidenced by the delivery of the Right Certificates), and to request the Rights Agent to countersign the Right Certificates and to deliver the same pursuant to the Rights Agreement. Rights Agent RESOLVED, that each of the officers of the Corporation is authorized to appoint as Rights Agent under the Rights Agreement [_________________] or any other bank selected by any of them in his or her discretion (the "Rights Agent") and, after the Exercisability Date, upon presentation to it of Right Certificates for the purpose of exercise in accordance with the Rights Agreement, such Rights Agent so appointed is hereby authorized to act as [TRANSFER AGENT AND REGISTRAR] for the Rights and the Preferred Shares issued upon the exercise thereof. RESOLVED, that for the purpose of the original issue of the Rights Certifica...
Right Certificates. Section 9. Reservation and Availability of Common Shares ................................................15 Section 10. Preferred Shares Record Date .................................................................16
Right Certificates. Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.