Common use of RIGHTS CERTIFICATE Clause in Contracts

RIGHTS CERTIFICATE. Xxxxxxx Lifesciences 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 ____________, 2000 (the "Rights Agreement"), between Xxxxxxx Lifesciences Corporation, a Delaware corporation (the "Company"), and First Chicago Trust Company of New York, a division of Equiserve (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York time) on March __, 2010 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the Company, at a purchase price of $__ per one one-hundredth of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the 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 March __, 2000, based on the Preferred Stock as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.

RIGHTS CERTIFICATE. Xxxxxxx Lifesciences Corporation PRAECIS PHARMACEUTICALS 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 ____________January 24, 2000 2001 (the "Rights Agreement"), between Xxxxxxx Lifesciences CorporationPRAECIS PHARMACEUTICALS INCORPORATED, a Delaware corporation (the "Company"), and First Chicago American Stock Transfer and Trust Company of New YorkCompany, a division of Equiserve New York banking corporation (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York City time) on March __February 5, 2010 2011 (unless such date is extended prior thereto by the Board of Directors) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth thousandth of a fully paid, nonassessable non-assessable share of Series A Junior Participating Preferred Stock, par value $.01 per share Stock (the "Preferred Stock"), ) of the Company, at a purchase price of $__ 175 per one one-hundredth thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the 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 March __February 5, 20002001, based on the Preferred Stock as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that, upon any exercise of Rights, that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.

RIGHTS CERTIFICATE. Xxxxxxx Lifesciences Corporation THQ 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 ____________June 21, 2000 (the "Rights Agreement"), between Xxxxxxx Lifesciences CorporationTHQ Inc., a Delaware corporation (the "Company"), and First Chicago American Stock Transfer & Trust Company of New YorkCompany, a division of Equiserve New York corporation (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York Los Angeles time) on March __June 21, 2010 at the office or offices office(s) of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth 1/100 of a fully paid, nonassessable share of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the Company, at a purchase price of $__ 100 per one one-hundredth 1/100 of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the 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 March __July 3, 2000, based on the Preferred Stock as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.

RIGHTS CERTIFICATE. Xxxxxxx Lifesciences Corporation This certifies that _______________[ ], or ---------------------------------------- registered assigns, 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 ____________[ ], 2000 2001 -------- (the "Rights AgreementRIGHTS AGREEMENT"), ) between Xxxxxxx Lifesciences CorporationGarmin Ltd., a Delaware corporation Cayman Islands company (the "CompanyCOMPANY"), and First Chicago Trust Company of New YorkUMB Bank, N.A., a division national banking association organized and existing under the laws of Equiserve the United States of America, as rights agent (the "Rights AgentRIGHTS AGENT"), to purchase from the Company at any time prior to 5:00 P.M. (New York, New York time) on March __, 2010 [ ] at the principal office or --------------- offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth 1/1,000ths of a fully paid, paid nonassessable share of the Series A Junior Participating Preferred Stock, par value $.01 per share Shares (the "Preferred StockPREFERRED SHARES"), of the Company, at a purchase price of $__ [ ] per one one-hundredth 1/1,000ths of a share (the "Purchase PricePURCHASE PRICE"), upon --------- presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per 1/1,000ths share set forth above, are the number and Purchase Price as of March __[ , 2000], based on the Preferred Stock Shares of the Company as constituted ----------- ---- at such date. ----------------------- 1 The Company reserves postion of the right to require prior to legend in brackets shall be inserted only if applicable and shall replace the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issuedpreceding sentence.

RIGHTS CERTIFICATE. Xxxxxxx Lifesciences 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 ____________January 24, 2000 2009 (the "“Rights Agreement"”), between Xxxxxxx Lifesciences CorporationThe York Water Company, a Delaware Pennsylvania corporation (the "“Company"”), and First Chicago American Stock Transfer & Trust Company of New YorkCompany, a division of Equiserve LLC (the "“Rights Agent"”), to purchase from the Company at any time prior to 5:00 P.M. (New York P.M.(Philadelphia, Pennsylvania time) on March __January 24, 2010 2019 (or such later date as the Board of Directors of the Company may designate by amendment of the rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A B Junior Participating Preferred Stock, par value $.01 per share Stock (the "“Preferred Stock"), Share”) of the Company, at a purchase price (the “Purchase Price”) of $__ per one one-hundredth of a share Preferred Share (the "Purchase Price"such fraction, a “Preferred Share Fraction”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(e) of the Rights Agreement, the Purchase Price shall be paid, in cash. The number of Rights evidenced by this Rights Certificate (and the number of shares which Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share Preferred Share Fraction set forth above, are the number and Purchase Price as of March __January 24, 20002009, based on the Preferred Stock Shares as constituted at such date. The Company reserves Except as otherwise provided in the right to require prior to Rights Agreement, upon the occurrence of a Triggering any Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) thatan Acquiring Person or 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 or (iii) 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 any such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that 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, including Triggering Events. This Rights 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 the Rights 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 office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right (subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of the Close of Business (as such term is defined in the Rights Agreement) on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of Rightsany Right or Rights evidenced hereby (other than fractions which are integral multiples of a Preferred Share, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a number cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Company (including Common Shares) 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 shareholder of the 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, 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 Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights 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 ______________, 200__ ATTEST By: _____________________________ Secretary THE YORK WATER COMPANY By:____________________________________ Name: Title: Countersigned AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By:_______________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be exercised so that only whole shares executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ________________________________________ hereby sells, assigns and transfers unto ______________________________________________________ (Please print name and address of Preferred Stock will be issued.transferee) ___________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________, 20__ _______________________________ Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. Xxxxxxx Lifesciences 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 ____________July 30, 2000 2001 (the "Rights Agreement"), by and between Xxxxxxx Lifesciences Closure Medical Corporation, a Delaware corporation (the "Company"), and First Chicago American Stock Transfer & Trust Company of New York, a division of Equiserve (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York time) on March __July 30, 2010 2011 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth thousandth of a fully paid, nonassessable share of Series A Junior Participating Preferred Stock, par value $.01 per share Stock (the "Preferred Stock"), Share) of the Company, at a purchase price (the Purchase Price) of $__ 140 per one one-hundredth one- thousandth of a share Preferred Share (the "Purchase Price"such fraction, a Preferred Share Fraction), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. Except as provided in Sections 11(q) and 13(e) of the Rights Agreement, the Purchase Price shall be paid, at the option of the Company, in cash or Common Stock, of the Company (the Common Shares) having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of shares which Preferred Share Fractions that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share Preferred Share Fraction set forth above, are the number and Purchase Price as of March __July 30, 20002001, based on the Preferred Stock Shares as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.