Subscription Privileges Clause Samples
Subscription Privileges. Each Rights Holder is entitled to subscribe for all or any portion of the shares of Pre-Split Common Stock that may be purchased upon exercise of the Rights (the "Basic Subscription Privilege"). Each Right also entitles the Rights Holder to oversubscribe for any shares not sold to Rights Holders exercising the Basic Subscription Privilege, not to exceed one additional share of Pre-Split Common Stock for each share of Pre-Split Common Stock purchased under the Basic Subscription Privilege (the "Oversubscription Privilege"). Only Rights Holders who exercise Rights under the Basic Subscription Privilege will be entitled to exercise the Oversubscription Privilege. If the shares of Pre-Split Common Stock not subscribed for by Rights Holders through exercise of the Basic Subscription Privilege are not sufficient to satisfy all oversubscriptions, available shares will be allocated pro rata (subject to the elimination of fractional shares) among oversubscribing Rights Holders in proportion to the number of shares of Pre-Split Common Stock each oversubscribing Rights Holder has subscribed for under the Basic Subscription Privilege.
Subscription Privileges. Each Right carries with it a Basic Subscription Privilege and an Oversubscription Privilege:
(a) Each Right entitles its Holder to purchase one share of Common Stock at a price of $7.25 per share pursuant to such Holder's Basic Subscription Privilege.
(b) Holders exercising all of their Rights pursuant to their Basic Subscription Privileges will be entitled to subscribe for additional Underlying Shares at the Subscription Price pursuant to their Oversubscription Privileges. The Company and the Subscription Agent agree to use their respective best efforts to ensure that Holders exercise in full their Basic Subscription Privileges before subscribing for and acquiring Underlying Shares pursuant to their Oversubscription Privileges but acknowledge that such compliance cannot be guaranteed. Underlying Shares will be available for purchase pursuant to the Oversubscription Privilege only to the extent that the maximum number of Underlying Shares are not subscribed for through the exercise of all Basic Subscription Privileges by the Expiration Date (as defined below). If the Underlying Shares so available (the "Excess Shares") are not sufficient to satisfy all subscriptions pursuant to the Oversubscription Privilege, the Excess Shares will be allocated pro rata (subject to the elimination of fractional shares) among those Holders exercising the Oversubscription Privilege, in proportion, not to the number of Underlying Shares subscribed for pursuant to the Oversubscription Privilege, but to the number of Underlying Shares they have subscribed for pursuant to the Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Holder being allocated a greater number of Excess Shares than such Holder subscribed for pursuant to the exercise of such Holder's Oversubscription Privilege, then such Holder will be allocated only such number of Excess Shares such Holder subscribed for and the remaining Excess Shares will be allocated among all other Holders exercising Oversubscription Privileges.
(c) Banks, brokers and other nominee holders of Rights who exercise Rights on behalf of beneficial owners shall, as a condition of the exercise of such Rights, be required to certify to the Subscription Agent and the Company (by delivery to the Subscription Agent of a Nominee Holder Certification substantially in the form of Exhibit B hereto) as to: (1) the names of the beneficial owners on whose behalf they are acting;
Subscription Privileges. The Company proposes to offer to sell the Shares ----------------------- on the basis of one Share for every _________ Rights granted and properly exercised (the "Basic Subscription Privilege"). In addition, all holders of Rights are entitled, subject to availability and proration as described in the Registration Statement , to purchase Shares not purchased by other stockholders under the Basic Subscription Privilege (the "Oversubscription Privilege"). The Company expects to mail the Subscription Warrants together with the prospectus (as defined below) and related instructions to the record holders of Shares as soon as practicable after the Registration Statement becomes effective (the "Time of Mailing"). The Rights will expire at 5:00 P.M., New York City time, on __________, 1999 (the "Expiration Date").