WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.
Appears in 2 contracts
Samples: Rights Agreement (First Montauk Financial Corp), Rights Agreement (First Montauk Financial Corp)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated dated as of September 5, 2001. ------------------ FIRST MONTAUK FINANCIAL CORPAttest: CALIFORNIA AMPLIFIER, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx ItsBy: -------------------------------- ------------------------------ Name: Name: Xxxx Xxxxx Title: Title: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company Countersigned MELLON INVESTOR SERVICES LLC By: Its-------------------------------- Name: ItsTitle: --Form 3 Form of Reverse Side of Rights Certificate-- 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 __________________________ ___________________ RECEIVED, the undersigned hereby sells, assigns and transfer transfers unto __________________ _____________________-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) _______________________________ (Please print name and address _________) of transferee) the Rights represented by this Rights Right Certificate, together with all right, title and interest thereinin and to said Rights, and does hereby irrevocably constitute constitutes and appoint appoints __________________ as attorney, attorney to transfer this said Rights Certificate on the books of the within-named CompanyCalifornia Amplifier, Inc. with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ___________________ , 20__ -------------------------------------------------------------------------------- ------------------------------------------- (Please print name and addressSignature) -------------------------------------------------------------------------------- If such number of Rights shall not Signature Guaranteed: CERTIFICATE (to be all the Rights evidenced by this Rights Certificatecompleted, a new Rights 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 addressif true) The undersigned hereby certifies that (1) the Rights evidenced represented by this Rights Right Certificate are not beneficially owned Beneficially Owned by an Acquiring Person a 20% Stockholder or an Affiliate or Associate thereof of a 20% Stockholder (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such capitalized terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ , 20__ ------------------------------------------- (Signature) Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.:
Appears in 2 contracts
Samples: Rights Agreement (California Amplifier Inc), Rights Agreement (California Amplifier Inc)
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of __________, _____. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By[SEAL] ATTEST: Xxxxxx X. Xxxxxxx ItsDATRON SYSTEMS INCORPORATED By By Name Name Title Title Countersigned: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By Name Title Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer transfers unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ as attorneyAttorney-in-Fact, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated:__________, _____ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form Form of Reverse Side of Rights Certificate-- (continued) Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Rights Right Certificate) ToTo the Rights Agent: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ____________________ -------------------------------------------------------------------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in the name of: Please insert social security number or other identifying number (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number or other identifying number: ____________________ -------------------------------------------------------------------------------- number (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: __________, ____, 20___ Signature Signature Guaranteed: ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Transfer Agent Medallion ProgramExchange Act of 1934, the Stock Exchanges Medallion Program or the New York Stock Exchangeas amended (this term means, Inc. Medallion Signature Programin general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). --Form Form of Reverse Side of Rights Certificate-- Right Certificate -- continued The undersigned hereby certifies that (continued1) 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 on the face of this Rights 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 Rights Right Certificate to be are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and such Assignment or Election (3) after due inquiry and to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007the best knowledge of the undersigned, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, undersigned did not acquire the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights will become transferable apart from the Common SharesAgreement).
Appears in 2 contracts
Samples: Rights Agreement (Datron Systems Inc/De), Rights Agreement (Datron Systems Inc/De)
WITNESS. s/ By: /s/ --------------------------------- --------------------------------- Name: -------------------------------- Title: ------------------------------- EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: Tarpon Industries, Inc. 0000 Xxxxx Xx. Marysville, MI 48040 Attention: Chief Financial Officer The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ________ ________ shares of the proper officers common stock covered by such warrant; or ________ the maximum number of shares of common stock covered by such warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ________ $__________ in lawful money of the United States; and/or ________ the cancellation of such portion of the attached Warrant as is exercisable for a total of ______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ________ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED ______________________________________________ ___________________ hereby sells, assigns and transfer unto __________________ whose address is ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies represents and warrants that (1) all offers and sales by the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge undersigned of the undersignedsecurities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the undersigned did not acquire "Securities Act") or pursuant to an exemption from registration under the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)Securities Act. Dated: ____________, 20___ /s/ ----------------- ------------------------------- (Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in conform to name of holder as specified on the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities face of the Company or of any other person which may be issuable upon the exercise of the RightsWarrant) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature Address: _____________________ _____________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To Be Signed Only On Transfer Of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by a participant the within Warrant to purchase the percentage and number of shares of Common Stock of Tarpon Industries, Inc. into which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of Tarpon Industries, Inc. with full power of substitution in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion premises. Percentage Number Transferees Address Transferred Transferred ----------- ------- ----------- ----------- Dated: /s/ ----------------- ------------------------------- (Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of holder as written specified on the face of this Rights 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights AgreementWarrant) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share CertificatesAddress: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares._____________________ _____________________
Appears in 1 contract
WITNESS. By: /s/ Sayan Navaratnam ------------------------------------ Name: Sayan Navaratnam ------------------------------------ /s/ Michael Nett Title: CEO ---------------------------- ------------------------------------ EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: Creative Vistas, Inc. Attention: Chief Financial Officer The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): _______ shares of the proper officers Common Stock covered by such Warrant; or the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company and its corporate sealfull Exercise Price for such shares at the price per share provided for in such Warrant, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED which is $________________. Such payment takes the form of (check applicable box or boxes): $__________ ____________in lawful money of the United States; and/or the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ hereby sells, assigns and transfer unto ___________shares of Common Stock (using a Fair Market Value of $_______ ______per share for purposes of this calculation); and/or the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ______________________________________________ (Please print name and whose address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint is _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be guaranteed by a participant in made pursuant to registration of the Common Stock under the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form Act of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase1933, as amended (the case may be, "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated: ------------------- ---------------------------------------------- (Signature must conform to the name of holder as written specified on the face of this Rights 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights AgreementWarrant) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share CertificatesAddress: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.---------------------------------------------- ----------------------------------------------
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of , 20__. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- DYNAVAX TECHNOLOGIES CORPORATION By: Xxxxxx X. Xxxxxxx ItsName: President and Chief Executive Officer Title: COUNTERSIGNED: Continental Stock Transfer & Trust Company MELLON INVESTOR SERVICES LLC as Rights Agent By: ItsName: ItsTitle: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED hereby sells, assigns and transfers unto __________________________ ___________________ hereby sells, assigns and transfer unto ______________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorneyAttorney, to transfer this Rights 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 or participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), ; and (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person Person, an Interested Stockholder, or an Affiliate or Associate thereof (thereof. Signature To Mellon Investor Services LLC, as such terms are defined in the Rights Agreement). DatedAgent: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Right Certificate, a new Rights 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 or participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the 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 Rights Right Certificate from any Person who is or was an Acquiring Person Person, an Interested Stockholder, or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)thereof. Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Signature
Appears in 1 contract
WITNESS. the facsimile signature due execution of this Stock Purchase Warrant as of the proper officers date first written above with the intent to be legally bound. NEW ENGLAND AUDIO CO., INC. By: ------------------------------- Title: ---------------------------- ANNEX A to Warrant [SUBSCRIPTION FORM TO BE EXECUTED UPON EXERCISE OF THE WARRANT] The undersigned registered holder of the Company and its corporate sealwithin Warrant hereby (1) subscribes for _____________ shares which the undersigned is entitled to purchase under the terms of the within Warrant, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed 2) makes the full cash payment therefor called for by the registered holder if such holder desires within Warrant, and (3) directs that the shares issuable upon exercise of said Warrant be issued as follows: ----------------------------------- (Name) Signature: ------------------------ Dated: ---------------------------- ANNEX B to transfer the Rights Certificate) Warrant [TO BE EXECUTED TO EFFECT A TRANSFER OF THE WARRANT] FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns assigns, and transfer transfers unto __________________ ___________________________________________________, the right to purchase ____________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest thereinshares evidenced by the within Warrant, and does hereby irrevocably constitute and appoint ___________________ as attorney, to transfer this Rights Certificate such right on the books of the within-named Company, with full power of substitution. ----------------------------------- (Name) Signature: ------------------------ Dated: ---------------------------- ANNEX C to Warrant [TO BE EXECUTED TO EFFECT AN EXCHANGE OF THE WARRANT] The undersigned registered holder of the within Warrant hereby certifies that (1) directs the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined Company to exchange said Warrant for like warrants in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature following denominations: ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed . ----------------------------------- (Name) Signature: ------------------------ Dated: ---------------------------- JOINDER TO WARRANT PURCHASE AGREEMENT This Joinder is made as of May 31, 1997 by a participant EXETER EQUITY PARTNERS, L.P. ("Exeter Equity") in favor of the Securities Transfer Agent Medallion Programparties to that certain Warrant Purchase Agreement dated as of May 30, the Stock Exchanges Medallion Program or the 1997 among New York Stock ExchangeEngland Audio Co., Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized and the implementation of a Rights; Rights Shareholder Rights Plan Initial Holders under and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company as defined therein (the "Common SharesWarrant Purchase Agreement") ). Capitalized terms used herein and not otherwise defined have the meanings assigned to shareholders of record on August 8, 2007. Prior to such terms in the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesWarrant Purchase Agreement.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Tweeter Home Entertainment Group Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- STEN CORPORATION /s/ Xxxx X. Xxxxxxx By: Xxxxxx /s/ Xxxxxxx X. Xxxxxxx ItsXxxx X. Xxxxxxx Name: President and Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer COUNTERSIGNEDSIGNATURE PAGE TO COMMON STOCK PURCHASE WARRANT To: Continental Stock Transfer & Trust Company BySTEN Corporation 00000 Xxxxxxx Xxxx., Xxx. 000 Xxxxxxxxxx, XX 00000 Attention: Its: Its: --Form The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____) (the “Warrant”), hereby irrevocably elects to purchase (check applicable box): ______ shares of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed the common stock covered by the registered holder if Warrant; or the maximum number of shares of common stock covered by the Warrant pursuant to the cashless exercise procedure set forth in Section 2 of the Warrant. The undersigned herewith makes payment of the full Exercise Price for such holder desires shares at the price per share provided for in the Warrant, which is $ ________. Such payment takes the form of (check applicable box or boxes): $ _________ in lawful money of the United States; and/or the cancellation of such portion of the Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2 of the Warrant, to transfer exercise this Warrant with respect to the Rights Certificate) FOR VALUE RECEIVED maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2 of the Warrant. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to __________________________________________________ ___________________ hereby sells, assigns and transfer unto __________________ whose address is ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the Warrant shall be guaranteed by a participant in made pursuant to registration of the Common Stock under the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form Act of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase1933, as amended (the case may be, “Securities Act”) or pursuant to an exemption from registration under the Securities Act. (Signature must conform to the name of holder as written specified on the face of this Rights 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 completedWarrant) Address: For value received, the Company undersigned hereby sells, assigns, and transfers unto the Rights Agent will deem person(s) named below under the beneficial owner heading “Transferees” the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of STEN Corporation (the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in “Company”) into which the Rights Agreementwithin Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such Assignment or Election person Attorney to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, transfer its respective right on the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, books of the Company (with full power of substitution in the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Sharespremises.
Appears in 1 contract
Samples: Warrant Agreement (Sten Corp)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate sealCORDISH AFFILIATE: CORDISH TC, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- LLC, a Maryland limited liability company By: Xxxxxx ------------------------- -----------------------------(SEAL) Xxxxxxx X. Xxxxxxx ItsXxxxxx, Authorized Person SUBSIDIARY: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company TOWSON CIRCLE, LLC, a Maryland limited liability company By: Its------------------------- -----------------------------(SEAL) Name: Its------------------- Title: --Form ------------------ ESCROWEE: CHICAGO TITLE INSURANCE COMPANY, a New York corporation By: ------------------------- -----------------------------(SEAL) Name: ------------------- Title: ------------------ EXHIBIT "A" SCHEDULE OF PROJECT VACANT SPACE INFORMATION List each Project Vacant Space, the size of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by such space, the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns TI and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof LC (as such those terms are defined in Section 2.2 hereof) allocated to such space, the Rights AgreementLEASING DEPOSIT allocated to such space and the average (over a five year period) monthly PRO FORMA base rent and reimbursable expenses attributable to such space (the "MONTHLY PRO FORMA BASE RENT AND EXPENSES"). EXHIBIT "B" WIRE INSTRUCTIONS FOR DISBURSEMENT INTO THE OPERATIONS RESERVE (To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions.) EXHIBIT "C" WIRE INSTRUCTIONS FOR DISBURSEMENTS TO WITHDRAWING MEMBER (To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions.) EXHIBIT "D" WIRE INSTRUCTIONS FOR DISBURSEMENTS TO SUBSIDIARY (To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions.) CONTRIBUTION AGREEMENT TOWSON CIRCLE EXHIBIT 1.3.1(b) ON THE CLOSING DATE, SUBSIDIARY (ACTING BY AND THROUGH HOLDING COMPANY), CORDISH AND ESCROWEE SHALL EACH EXECUTE AND DELIVER TO EACH OTHER THAT CERTAIN LIQUIDITY AMOUNT ESCROW AGREEMENT (2THE "LIQUIDITY AMOUNT ESCROW AGREEMENT") THAT IS IN THE FORM ATTACHED HERETO AS EXHIBIT "1.3.1 (b)". EXHIBIT "1.3.1 (b)" TOWSON CIRCLE LIQUIDITY AMOUNT ESCROW AGREEMENT THIS LIQUIDITY AMOUNT ESCROW AGREEMENT (this Rights Certificate "AGREEMENT"), is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, made and (3) after inquiry and to the best knowledge entered into as of the undersigned21, the undersigned did not acquire the Rights evidenced day of July, 2004, by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________and among CORDISH TC, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights CertificateLLC, a new Rights 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: ____________________ -------------------------------------------------------------------------------- Maryland limited liability company (Please print name and address) The undersigned hereby certifies that "CORDISH AFFILIATE"), TOWSON CIRCLE, LLC, a Maryland limited liability company, (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement"SUBSIDIARY"), and (2) after inquiry and to the best knowledge of the undersignedCHICAGO TITLE INSURANCE COMPANY, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- corporation (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of DirectorsESCROWEE") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares).
Appears in 1 contract
Samples: Contribution Agreement (Inland Western Retail Real Estate Trust Inc)
WITNESS. the facsimile signature due execution hereof as a document under seal, as of the proper officers of date first written above, with the Company and its corporate sealintent to be legally bound hereby. WITNESS / ATTEST: INFE-HUMAN RESOURCES-UNITY, if anyINC. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED :_________________________________ ___________________ Name: Name: Title: Payments under this Promissory Note are personally guaranteed by Xxxxxx Xxxxx (“Guarantor”). Guarantor hereby sellsunconditionally and irrevocably guarantees the punctual performance of all of the Borrower’s obligations, assigns including, without limitation, payment of all amounts due referenced above together with costs and transfer unto __________________ _______________expenses of collection incurred by Lender, including, without limitation, reasonable attorneys' fees. The Guarantor hereby expressly waives presentment, notice of acceptance, demand, protest and notice of protest with respect to this Guaranty and any obligation covered by this Guaranty. The Guarantor expressly agrees that the taking or possession of any other security or form of security, the release of any security or any action by Lender with respect to any security for the obligations of the Borrower under the Promissory Note shall in no way affect the Guarantor's liability hereunder; and waives notice of any actions taken by Lender with respect to any security for the obligations of the Borrower under the Note. This Guaranty shall be binding upon the Guarantor, and the Guarantor's heirs, administrators, executors, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. _____________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 numberXxxxxx Xxxxx Home Address: ____________________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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 numberSocial Security No.: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: _________ WITNESS / ATTEST: INFE-HUMAN RESOURCES, INC. By: By:______, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by Name: Name: Title: ? The Base Price is established as a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 1.5 times multiple of the Rights evidenced by this Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates consolidated adjusted EBITDA for the Common Shares12 month period ended September 30, 2005. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.? The adjusted EBITDA being used is: $855,720 ?
Appears in 1 contract
Samples: Asset Purchase Agreement (Infe Human Resources Inc)
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of _____________. ------------------ FIRST MONTAUK FINANCIAL CORP[SEAL] ATTEST: CROWN LABORATORIES, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ___________________________ By_________________________ Name: Name: Title: Title: Countersigned: ______________________ By:__________________________ Authorized Signatory 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 _____________________ hereby sells, assigns and transfer transfers unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, 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 (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), ) and (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form B-4 Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY -- continued FORM OF RIGHTS ELECTION TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, (To be executed by the Board of Directors (registered holder if such holder desires to exercise Rights represented by the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesRight Certificate.)
Appears in 1 contract
WITNESS. x/ Xxxxxx Xxmenez -------------------------- Exhibit A FORM OF SUBSCRIPTION (to be signed only on exercise of Warrant) TO: GLOBETEL COMMUNICATIONS CORP. The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the proper officers Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________________________________________ whose address is ___________________ hereby sells, assigns and transfer unto ______________________________________________________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ____________________ -------------------------------------------------------------------------------- Number of Shares of Common Stock Beneficially Owned on the date of exercise: Less than five percent (Please print name 5%) of the outstanding Common Stock of Globetel Communications Corp.. The undersigned represents and address) -------------------------------------------------------------------------------- If such number warrants that all offers and sales by the undersigned of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for securities issuable upon exercise of the balance remaining of such Rights within Warrant shall be registered in made pursuant to registration of the name Common Stock under the Securities Act of and delivered to: Please insert social security 1933, as amended (the "Securities Act"), or other identifying number: pursuant to an exemption from registration under the Securities Act. Dated:___________________ _______________________________________ -------------------------------------------------------------------------------- (Please print Signature must conform to name and address) The undersigned hereby certifies that (1) of holder as specified on the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge face of the undersignedWarrant) _______________________________________ _______________________________________ (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned did not acquire hereby sells, assigns, and transfers unto the Rights evidenced person(s) named below under the heading "Transferees" the right represented by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as the within Warrant to purchase the percentage and number of shares of Common Stock of GLOBETEL COMMUNICATIONS CORP. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such terms are defined person(s) and appoints each such person Attorney to transfer its respective right on the books of GLOBETEL COMMUNICATIONS CORP. with full power of substitution in the Rights Agreement)premises. Transferees Percentage Transferred Number Transferred ----------- ---------------------- ------------------ Dated: ______________, 20___________ __________________________________________ (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: __________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- __________________________________________ (continuedName) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.address)
Appears in 1 contract
WITNESS. the facsimile signature due execution of this Warrant by a duly authorized officer of the proper officers of the Company and its corporate sealCompany. AMEN PROPERTIES, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- INC., a Delaware corporation By: Xxxxxx X. Xxxxxxx Its/s/ Jon M. Morgan ------------------------------- Jon M. Morgan, President ATTEST: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED Secretary ACCEPTED this ____ xxx xx Xxxxary, 2005: [Holder] [Holder's address] FULL SUBSCRIPTION FORM ____ To Be Executed by the Registered Holder if He Desires to Exercise the Warrant in Full The undersigned hereby exercises the right to purchase the __________ shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $____________ representing the Purchase Price of $______________ per share in effect at this date. Certificates for such shares shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription. Dated: _________, ____ [ ] Signature ____________________ Address: _____________________ --------------------- PARTIAL SUBSCRIPTION FORM ___ To Be Executed by the Registered Holder if He Desires to Exercise the Warrant in Part The undersigned hereby exercises the right to purchase __________ shares of the total number of shares of Common Stock covered by the attached Warrant at the date of this subscription and herewith makes payment of the sum of $__________ representing the Purchase Price of __________ per share in effect at this date. Certificates for such shares and a new Warrant of like tenor and date for the balance of the shares not subscribed for shall be issued in the name of and delivered to the undersigned, unless otherwise specified in written instructions signed by the undersigned and accompanying this subscription. (THE FOLLOWING PARAGRAPH NEED BE COMPLETED ONLY IF THE PURCHASE PRICE AND NUMBER OF SHARES OF COMMON STOCK SPECIFIED IN THE ATTACHED WARRANT HAVE BEEN ADJUSTED PURSUANT TO EXHIBIT I THEREOF.) The shares hereby subscribed for constitute __________ shares of Common Stock (rounded to the nearest whole share) resulting from adjustment of ______________ shares of the total of _______________ shares of Common Stock covered by the attached Warrant, as said shares were constituted at the date of the Warrant, leaving a balance of ________ shares of Common Stock, as constituted at the date of the Warrant, to be covered by the new Warrant. Dated: _________,____ [ ] Signature _______________________ ___________________ hereby sells, assigns and transfer unto __________________ _____________________________Address: _______________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.-----------------------
Appears in 1 contract
Samples: Securities Purchase Agreement (Amen Properties Inc)
WITNESS. the facsimile signature due execution hereof with the intent of being legally bound as of the proper officers of date stated on the Company and its corporate sealfirst page hereof. XXXXXX XXXXX & COMPANY, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED a Delaware corporation, ATTEST:__________________________ ___________________ hereby sells, assigns and transfer unto __________________ ___________________________By:_________________________ (Please print name Name: Xxxxxx X. Xxxxxxxxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary Title: Vice President and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION Chief Financial Officer EXHIBIT A TO PURCHASE (GUARANTY AGREEMENT [To be executed if holder desires to exercise Rights represented supplied by the Rights CertificateGuarantor) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature EXHIBIT D-1 Name: ______________________ Home Address: _______________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by Date: ______________________ Xxxxxx Xxxxx & Company 0000 Xxxxxxxxx Xxxx. Xxxxxxxx, XX 00000 Attn: Xx. Xxxxxx X. Bardenwerper, General Counsel & Secretary Gentlemen: I have issued a participant promissory note in the Securities Transfer Agent Medallion Programprincipal amount of $_________ to NationsBank, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors N.A. (the "Board Agent"), as agent for itself and certain other banks. That note evidences a loan made to me by the Agent to enable me to purchase, or to refinance the purchase of, ____________ shares of Directors") the common stock of First Transfer of Montauk Financial Corp. Xxxxxx Xxxxx & Company (the "Company") authorized ). As security for the implementation timely satisfaction of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stockmy obligations under the note, no par value, I hereby pledge to the Agent all shares purchased or refinanced with the proceeds of the Company loan as stated above (the "Common Employee Pledged Shares") to shareholders of record on August 8), 2007. Prior and grant to the Distribution Date referred Agent a lien on and security interest in those shares and all proceeds thereof. I have not, and I agree that until the note has been paid in full I will not, sell or otherwise dispose of any of the Employee Pledged Shares or create, incur or permit to belowexist any other pledge, if anylien, encumbrance, or security interest in the Rights will be evidenced by and trade with Employee Pledged Shares or their proceeds except as provided in this letter. The Agent is authorized to remit the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered proceeds of my loan directly to the Company's shareholders . The Company and/or its transfer agent is hereby authorized and directed, upon disbursement by the Rights will become transferable apart from Agent of the Common proceeds of my loan, to register on its books my pledge to the Agent of the Employee Pledged Shares, to identify said pledge of the Employee Pledged Shares on all initial and periodic statements and all other statements or notices respecting the Employee Pledged Shares, and to have all pledgee notices and statements respecting the Employee Pledged Shares as well as any and all certificates or any other instruments or documents evidencing my ownership of the Employee Pledged Shares sent directly to the Agent at the following address: NationsBank, N.A. 000 Xxxxx Xxxxx Xxxxxx Independence Center, 15th Floor NC1-001-15-04 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attn: Xxx Xxxxxx Agency Services I agree that the Agent shall take and maintain possession of all such statements, notices, certificates, instruments and documents in its capacity as pledgee.
Appears in 1 contract
Samples: Credit Agreement (Watson Wyatt & Co)
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of ________, ____. ------------------ FIRST MONTAUK FINANCIAL CORPDIME COMMUNITY BANCORP, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its---------------------------- Name: President and Chief Executive Officer COUNTERSIGNEDOffice: Continental Stock Transfer & Trust Company Attest: By: Its---------------------------- Name: ItsTitle: --Form Countersigned: ChaseMellon Shareholder Services, L.L.C., as Rights Agent By: ---------------------------- Authorized Signatory Dated: _______________________, ______________ Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer transfers unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named CompanyDime Community Bancorp, Inc. with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : _________________________, 19__ ---------------------------- Signature Signature Guarantee: 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 City of New York. -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- -5- [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: DIME COMMUNITY BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______ Rights represented by this Right Certificate to purchase the interests in Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such interests in Preferred Shares be issued in the name of: ---------------------------- ---------------------------- ---------------------------- (Please print name and address) ---------------------------- (Please insert social security or other taxpayer identification number) 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 print name and address) ---------------------------- (Please insert social security or other taxpayer identification number) Dated: ______________________, 19 ---------------------------- Signature Guaranteed* --------------------------------------- *Signature Guarantee: Signatures must be guaranteed by a participant 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 Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the City of New York Stock Exchange, Inc. Medallion Signature ProgramYork. --Form [Form of Reverse Side of Right Certificate -- continued] The undersigned hereby certifies that the Rights Certificate-- evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (continued) as defined in the Rights Agreement). ---------------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form foregoing Forms of Assignment or Form of and Election to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights 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 Corporation and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesOR COMMON STOCK ANY RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME VOID AND WILL NO LONGER BE TRANSFERABLE.
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company Petrol Oil and its corporate sealGas, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- Inc. By: Xxxxxx X. Xxxxxxx Its/s/ ----------------------------- ------------------------------- Name: President and Chief Executive Officer COUNTERSIGNEDTitle: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- EXHIBIT A FORM OF ASSIGNMENT SUBSCRIPTION (To be executed by the registered holder if such holder desires to transfer the Rights CertificateBe Signed Only On Exercise Of Warrant) FOR VALUE RECEIVED _____To: [Newco] _____________________ _____________________ Attention: The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____) (the "Warrant"), hereby sellsirrevocably elects to purchase (check applicable box): ______ ______ shares of the common stock covered by the Warrant; or ______ the maximum number of shares of common stock covered by the Warrant pursuant to the cashless exercise procedure set forth in Section 2 of the Warrant. The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in the Warrant, assigns which is $___________. Such payment takes the form of (check applicable box or boxes): ______ $__________ in lawful money of the United States; and/or ______ the cancellation of such portion of the Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ______ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2 of the Warrant, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2 of the Warrant. The undersigned requests that the certificates for such shares be issued in the name of, and transfer unto delivered to________________________ whose address is ___________________________________________________________________________. The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:___________________ ____________________________________________________ (Please print Signature must conform to name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ holder as attorney, to transfer this Rights Certificate specified on the books face of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1Warrant) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : _____Address:___________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed ___________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To Be Signed Only On Transfer Of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by a participant the within Warrant to purchase the percentage and number of shares of Common Stock of [Newco] into which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of [Newco] with full power of substitution in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Programpremises. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Percentage Number ---------- ------ Transferees Address Transferred Transferred ----------- ------- ----------- -----------
Appears in 1 contract
Samples: Foreclosure Related Agreement (Petrol Oil & Gas Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of ________________________________-. ------------------ FIRST MONTAUK FINANCIAL CORPATTEST: LIGHTSPAN, INC. ------------------------------------- ----------------------------------- MICHAEL A. SICURO JOHN T. KERNAN CHIEF FINAXXXXX XXXXXXX, XXCRETARY AND CHIEF EXECXXXXX XXXXXXX TREASURER COUNTERSIGNED: COMPUTERSHARE INVESTOR SERVICES, LLC as Rights Agent By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- ----------------------------------- [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 Rights CertificateTO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE.) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer transfers unto -------------------------------------------------------------------------------- (Please print name and address of transferee) __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ as attorneyAttorney, to transfer this Rights 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 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 this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), ; and (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person Person, an Interested Stockholder, or an Affiliate or Associate thereof thereof. ------------------------------------------ Signature FORM OF ELECTION TO PURCHASE (as such terms are defined in the Rights Agreement). DatedTO BE EXECUTED IF HOLDER DESIRES TO EXERCISE RIGHTS REPRESENTED BY THE RIGHT CERTIFICATE.) To COMPUTERSHARE INVESTOR SERVICES LLC: The undersigned hereby irrevocably elects to exercise ____________, 20______ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security 5 or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: _________________ --------------------------------------- Signature SIGNATURE GUARANTEED: 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 this Rights Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the 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 Rights Right Certificate from any Person who is or was an Acquiring Person Person, an Interested Stockholder, or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)thereof. Dated: ______________, 20___ ---------------------------------------- Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) --------------------------------------------------------------- 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 on upon the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORPLIGHTSPAN, INC. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and (EXHIBIT C TO RIGHTS PLAN) On August 8February 14, 20072002, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. LIGHTSPAN, INC. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company value $0.001 per share (the "Common Shares"), of the Company. The dividend is effective as of March 8, 2002 (the "Record Date") with respect to shareholders the stockholders of record on August 8that date. The Rights will also attach to new Common Shares issued after 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, 2007par value $0.001 per share (the "Preferred Shares"), of the Company at a price of $10.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. Prior Each Preferred Share is designed to be the Distribution Date referred to beloweconomic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 14, if any2002 (the "Rights Agreement"), between the Company and Computershare Investor Services, LLC (the "Rights Agent"). DETACHMENT AND TRANSFER OF RIGHTS Initially, the Rights will be evidenced by the stock certificates representing Common Shares then outstanding, and trade no separate Right Certificates will be distributed. Until the earlier to occur of (i) a public announcement that a person or group of affiliated or associated persons, has become an "Acquiring Person" (as such term is defined in the Rights Agreement) or (ii) 10 business days (or such later date as the Board may determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer which would result in the beneficial ownership by an Acquiring Person of 15% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates for outstanding as of the Record Date, by such Common Share certificate. In general, an "Acquiring Person" is a person, the affiliates or associates of such person, or a group, which has acquired beneficial ownership of 15% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferable with and only with the Common Shares. After Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights) the surrender or transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, if anyseparate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. EXERCISABILITY OF RIGHTS The Rights are not exercisable until the Distribution Date. The Rights will expire on February 13, 2012 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. Until a Right is exercised, the Company holder thereof, as such, will cause have no rights certificates as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be delivered required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. TERMS OF PREFERRED SHARES Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $l.00 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. The Preferred Shares would rank junior to any other series of the Company's shareholders and the Rights will become transferable apart from the Common Sharespreferred stock.
Appears in 1 contract
Samples: Rights Agreement (Lightspan Inc)
WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- Dated: microHelix Inc. By: Xxxxxx X. Xxxxxxx Its: President and ------------------------------------- Chief Executive Officer COUNTERSIGNEDAttest: Continental Stock Transfer & Trust Company --------------------------------- Secretary Countersigned ------------------------------------- By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ------------------------- Authorized Officer EXHIBIT B VOID AFTER 5 P.M. PACIFIC TIME ON _____________________, 2006 WARRANTS TO PURCHASE COMMON STOCK WA_____ _________ Class B Warrants MICROHELIX INC. CUSIP ___________ hereby sellsTHIS CERTIFIES THAT or registered assigns, assigns is the registered holder of the number of Class B Warrants ("Class B Warrants") set forth above. Each Class B Warrant entitles the holder thereof to purchase from microHelix, Inc., a corporation incorporated under the laws of the State of Oregon ("Company"), subject to the terms and transfer unto conditions set forth hereinafter and in the Warrant Agreement hereinafter more fully described (the "Warrant Agreement") referred to, at any time on or after __________________ ____________________________________________________ (Please print name , 2001 and address on or before the close of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate business on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 202006 (the "Expiration Date"), one fully paid and non-assessable share of Common Stock of the Company ("Common Stock") upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office in Kansas City, Missouri, of UMB Bank, n.a., Warrant Agent of the Company ("Warrant Agent") or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Class B Warrant initially entitles the holder to purchase one share of Common Stock for an amount equal to 120% of the higher of the average closing price of the Common Stock for the first twenty days on which it is traded on the NASDAQ SmallCap market and the closing price on the twentieth such trading day, but in no event less than $___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: nor more than $____________________ -------------------------------------------------------------------------------- (Please print name . The exercise price is subject to adjustment as set forth below. The number and address) -------------------------------------------------------------------------------- If such number kind of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security securities or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name property for which the Class B Warrants are exercisable are subject to further adjustment in certain events, such as mergers, splits, stock dividends, recapitalizations and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights like, to prevent dilution. All Class B Warrants not theretofore exercised will expire on the Expiration Date. This Warrant Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and is subject to the best knowledge all of the undersignedterms, provisions and conditions of the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (Warrant Agreement, dated as such terms are defined in the Rights Agreement). Dated: __of ____________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed 2001 ("Warrant Agreement"), between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform part hereof and reference is made to the name as written on Warrant Agreement for a full description of the face rights, limitations of this Rights Certificate in every particularrights, without alteration or enlargement or any change whatsoever. In obligations, duties and immunities of 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 completedWarrant Agent, the Company and the Rights Agent will deem the beneficial owner holders of the Rights Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at microHelix, Inc., 00000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxx 00000, Attention: Chief Financial Officer. The Company shall not be required upon the exercise of the Class B Warrants evidenced by this Rights Warrant Certificate to be an Acquiring Person issue fractions of Class B Warrants, Common Stock or an Affiliate or Associate thereof (other securities, but shall make adjustment therefor in cash on the basis of the current market value of any fractional interest as defined provided in the Rights Warrant Agreement) . In certain cases, the sale of securities by the Company upon exercise of Class B Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use all commercially reasonable efforts to cause a registration statement to continue to be effective during the term of the Class B Warrants with respect to such sales under the Securities Act of 1933, and to take such Assignment or Election action under the laws of various states as may be required to Purchase cause the sale of securities upon exercise to be lawful. However, the Company will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8required to honor the exercise of Class B Warrants if, 2007, in the opinion of the Board of Directors (Directors, upon advice of counsel, the "Board sale of Directors") securities upon such exercise would be unlawful. In certain cases, the Company may, but is not required to, purchase Class B Warrants submitted for exercise for a cash price equal to the difference between the market price of First Transfer the securities obtainable upon such exercise and the exercise price of Montauk Financial Corp. (such Class B Warrants. This Warrant Certificate, with or without other Certificates, upon surrender to the "Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company") authorized , may be exchanged for another Warrant Certificate or Certificates evidencing in the implementation aggregate the same number of Class B Warrants as the Warrant Certificate or Certificates so surrendered. If the Class B Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Class B Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a Rights; Rights Shareholder Rights Plan and declared a dividend stockholder of one preferred share Certificates: purchase the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold consent to any corporate action (a "Right") for each outstanding share whether upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of common stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Class B Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be Class B Warrants evidenced by and trade with the certificates this Warrant Certificate are closed for the Common Shares. After the Distribution Date, if anyany purpose, the Company will cause rights shall not be required to make delivery of certificates to be delivered to for shares purchasable upon such transfer until the date of the reopening of said transfer books. Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company's shareholders , the Warrant Agent, and the Rights will become transferable apart from the Common Shares.with every other holder of a Warrant Certificate that:
Appears in 1 contract
Samples: Warrant Agreement (Microhelix Inc)
WITNESS. EXHIBIT A FORM OF SUBSCRIPTION (to be signed only on exercise of Warrant) TO: PURADYN FILTER TECHNOLOGIES, INC. The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase ________ shares of the proper officers Common Stock covered by such Warrant. The undersigned herewith makes payment of the Company full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): [___] $__________ in lawful money of the United States; and/or [___] cashless exercise pursuant to Subsection 1.7. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________________________________________ whose address is ___________________ hereby sells, assigns and transfer unto _____________________________________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : _____________________________________________ Signature Guaranteed* --------------------------------------- *Signatures must The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be guaranteed by a participant in made pursuant to registration of the Common Stock under the Securities Transfer Agent Medallion ProgramAct, or pursuant to an exemption from registration under the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Securities Act. Dated: _________________________ ____________________________________ (Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to name of holder as specified on the fact of the Warrant.) ____________________________________ ____________________________________ (Address) EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of PURADYN FILTER TECHNOLOGIES, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of PURADYN FILTER TECHNOLOGIES, INC. with full power of substitution in the premises. ------------------ ------------------------- ----------------------------------- Transferees Percentage Transferred Number Transferred ------------------ ------------------------- ----------------------------------- ------------------ ------------------------- ----------------------------------- ------------------ ------------------------- ----------------------------------- ------------------ ------------------------- ----------------------------------- Dated: ______________, ___________ ___________________________ (Signature must conform to name of holder as written specified on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above warrant) Signed 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof presence of: ___________________________ (as defined in the Rights AgreementName) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors ___________________________ ___________________________ (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.address)
Appears in 1 contract
Samples: Warrant Agreement (Puradyn Filter Technologies Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated This Right Certificate is dated as of ___________, 1999. ------------------ FIRST MONTAUK FINANCIAL {SEAL} ATTEST: PHILIPS INTERNATIONAL REALTY CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED :________________________________ By:________________________________ hereby sellsName: Name: Title: Title: Countersigned: BANKBOSTON, assigns and transfer unto N.A. as Rights Agent By:________________________________ Authorized Signatory Date: [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 ________________________________________________________ (Please print name hereby sells, assigns and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint transfers unto_____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ ------------------------------------------------------------------------------- (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 with-in-named Company, with full power of substitution. Dated: _______________________ ------------------------------ Signature Signature Guaranteed* --------------------------------------- *: (Signatures must be guaranteed by a participant 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 Securities Transfer Agent Medallion Program, United States.) -------------------------------------------------------------------------------- Certification: The undersigned hereby certifies that the Stock Exchanges Medallion Program Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate o Associate thereof (as defined in the New York Stock Exchange, Inc. Medallion Rights Agreement). -------------------------------------------------------------------------------- Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in to the Form of foregoing Assignment or Form of Election to Purchase, as the case may be, and Certification must conform correspond to the name as written on upon the face of this Rights 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 Reverse Side 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY -- continued] FORM OF RIGHTS ELECTION TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, (To be executed by holder if such holder desires to exercise Rights represented by the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesRight Certificate.)
Appears in 1 contract
Samples: Shareholder Rights Agreement (Philips International Realty Corp)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of February 6, 1998. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- ByATTEST: Xxxxxx PXXXXX DODGE CORPORATION /s/ Rxxxxx X. Xxxx By /s/ Dxxxxxx X. Xxxxxxx Its----------------------------- ---------------------------------- Secretary Title: President Chairman and Chief Executive Officer COUNTERSIGNEDCEO Countersigned: Continental Stock Transfer & Trust Company By: Its: Its: --Form The Chase Manhattan Bank By /s/ Rxxxxx X. Xxxxx --------------------------- Authorized Signatory 4 [Form of Reverse Side of Rights Certificate-- Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto ___________________ hereby sells, assigns and transfer unto ___________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-within named Company, with full power of substitution. Dated:_____________, ____ -------------------------- Signature Signatures Guaranteed: The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), ; and (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned it [ ] did [ ] did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is is, was or was subsequently became an Acquiring Person or of an Affiliate or Associate thereof thereof. --------------------------- Signature NOTICE The signature to the foregoing Assignment 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. 5 FORM OF ELECTION TO PURCHASE ---------------------------- (as such terms are defined in To be executed if holder desires to exercise the Rights Agreement). DatedRight Certificate.) To Pxxxxx Dodge Corporation: The undersigned hereby irrevocably elects to exercise ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares shares be issued in the name of: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- number ---------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- ---------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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: number ---------------------------------------------------------- (Please print name and address) ---------------------------------------------------------- Dated:____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or 6 [Form of Election to Purchase, as the case may be, Purchase -- continued] -------------------------- Signature (Signature must conform in all respects to the name of holder as written specified on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesRight Certificate.)
Appears in 1 contract
Samples: Rights Agreement (Phelps Dodge Corp)
WITNESS. the facsimile signature of the proper officers Chief Executive Officer and the Secretary of the Company and its corporate seal, if any. Dated as of _________________. ------------------ FIRST MONTAUK FINANCIAL CORPQUANTA SERVICES, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and ------------------------------------------ Chief Executive Officer COUNTERSIGNEDATTEST: Continental Stock Transfer ---------------------------------------------- Secretary Countersigned: AMERICAN STOCK TRANSFER & Trust Company TRUST COMPANY, as Rights Agent By: ---------------------------------------- Name: -------------------------------------- Its: Its: --Form of Reverse Side of Rights Certificate-- -------------------------------------- FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights CertificateTO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer transfers unto __________________ ____________________________________________________ (Please print name and address of transferee) _____________ Rights represented by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ------------------------------------ ------------------------------------------ Signature Signature Guaranteed* --------------------------------------- *: Signatures must be guaranteed by a participant bank, trust company, broker, dealer or other eligible institution participating in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Programa recognized signature guarantee medallion program. --Form of Reverse Side of Rights Certificate-- (continuedTo be completed) 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 on the face of this Rights 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 undersigned hereby certifies that the Rights evidenced by this Rights Right Certificate are ______ [or] are not ________ beneficially owned by, were ________ [or] were not ________ acquired by the undersigned from, and are ________ [or] are not ________ being assigned to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). (Please Xxxx with an X as appropriate) ------------------------------ 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) To Quanta Services, Inc. The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the shares of Series B Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such Assignment shares of Series B Preferred Stock (or Election to Purchase will such other securities) be issued in the name of: ------------------------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------------------------- If such number of Rights shall not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, all the Rights will be evidenced by and trade with the certificates this Right Certificate, a new Right Certificate for the Common Sharesbalance 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 Guaranteed: Signature must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. After the Distribution Date, if any, the Company will cause rights certificates to (To be delivered to the Company's shareholders and completed) The undersigned certifies that the Rights will become transferable apart from evidenced by this Right Certificate are ________ [or] are not ________ beneficially owned by, and were ________ [or] were not ________ acquired by the Common Shares.undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). (Please Xxxx with an X as appropriate) ----------------------------------- Signature
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of __________, _____. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- [SEAL] ATTEST: ALZA CORPORATION By__________________________________ By______________________________________ Name________________________________ Name____________________________________ Title_______________________________ Title___________________________________ Countersigned: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company BANKBOSTON, N.A. By: Its: Its: --Form __________________________________ Name________________________________ Title_______________________________ 3 Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ _______________________________ hereby sells, assigns and transfer unto transfers unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ as attorneyAttorney-in-Fact, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated:__________, _____ ________________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ____________________ -------------------------------------------------------------------------------- Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (Please print name and addressTo be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate) -------------------------------------------------------------------------------- If such number of Rights shall not be all To the Rights evidenced Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Rights CertificateRight Certificate to purchase the shares of Preferred Stock, a new Rights Certificate for shares of Common Stock or other securities issuable upon the balance remaining exercise of such Rights shall and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be registered issued in the name of and delivered toof: Please insert social security number or other identifying number: number ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ ________________________________________________________________________________ (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 number or other identifying number ____________________________________________________ ________________________________________________________________________________ (Please print name and address) Dated: __________, _____ ______________________________ Signature Signature Guaranteed* --------------------------------------- *: ______________________________ Signatures must be guaranteed by a participant an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Transfer Agent Medallion ProgramExchange Act of 1934, the Stock Exchanges Medallion Program or the New York Stock Exchangeas amended (this term means, Inc. Medallion Signature Programin general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). --Form Form of Reverse Side of Rights Certificate-- Right Certificate -- continued The undersigned hereby certifies that (continued1) 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 on the face of this Rights 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 Rights Right Certificate to be are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and such Assignment or Election (3) after due inquiry and to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007the best knowledge of the undersigned, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, undersigned did not acquire the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights will become transferable apart from the Common SharesAgreement).
Appears in 1 contract
Samples: Rights Agreement (Alza Corp)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of ____________, ____. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- ATTEST: ALLIANT ENERGY CORPORATION _____________________________________ By: Xxxxxx X. Xxxxxxx Its_______________________________ Title: President and Chief Executive Officer COUNTERSIGNED_________________________ Countersigned: Continental Stock Transfer & Trust Company XXXXX FARGO BANK, N. A. By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) _______________________________ Authorized Signature FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer transfers unto __________________ ____________________________________________________ (Please print name and address of transferee) _____________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: :____________, 20,____ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Signature Medallion Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 undersigned hereby certifies that the Rights evidenced by this Rights Right Certificate to be are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) ). _____________________________________ Signature To ALLIANT ENERGY CORPORATION: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Assignment Common Shares be issued in the name of: Please insert social security or Election to Purchase will other identifying number If such number of Rights shall not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution 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 On August 8delivered to: Please insert social security or other identifying number Dated: ____________, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation ____ _____________________________________ Signature Signature Medallion Guaranteed: Signatures must be guaranteed by a member firm of a Rights; Rights Shareholder Rights Plan and declared registered national securities exchange, a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, member of the Company (Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the "Common Shares") to shareholders of record on August 8, 2007United States. Prior to the Distribution Date referred to below, if any, The undersigned hereby certifies that the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights will become transferable apart from the Common Shares.Agreement). _____________________________________ Signature
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED :_____________________________________ Name: John X. Xxxxx _____________________________ Title: Chief Executive Officer EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: GSE Systems, Inc. ______________________ ______________________ Attention: Chief Financial Officer The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby sellsirrevocably elects to purchase (check applicable box): ________ ________ shares of the common stock covered by such warrant; or ________ the maximum number of shares of common stock covered by such warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, assigns which is $___________. Such payment takes the form of (check applicable box or boxes): ________ $__________ in lawful money of the United States; and/or ________ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_____________ per share for purposes of this calculation); and/or ________ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and transfer unto delivered to _______________________________________________ whose address is ______________________________________________________________________. The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:______________________________ ____________________________________________________ (Please print Signature must conform to name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ holder as attorney, to transfer this Rights Certificate specified on the books face of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1Warrant) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : Address:________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed ________________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To Be Signed Only On Transfer Of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by a participant the within Warrant to purchase the percentage and number of shares of Common Stock of GSE Systems, Inc. into which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of GSE Systems, Inc. with full power of substitution in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Programpremises. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Transferees Address Percentage Number Transferred Transferred ---------- --------- ------------- ------------
Appears in 1 contract
Samples: Warrant Agreement (Gse Systems Inc)
WITNESS. the facsimile signature of the proper officers of the Company Riverside Forest Products Limited and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- Date: ----------------------- RIVERSIDE FOREST PRODUCTS LIMITED By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its--------------------------------- ------------------------------- President Secretary Countersigned: ItsMONTREAL TRUST COMPANY OF CANADA By: --Form of Reverse Side of Rights Certificate-- ----------------------------------- Authorized Signatory By: ----------------------------------- Authorized Signatory -50- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________ _____________________ hereby sells, assigns and transfer transfers unto ____________________________________________________ _______________________________________________________________________________ (Please print name and address of transferee.) the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20_____________________________________________________ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in , as attorney, to transfer the Securities Transfer Agent Medallion Programwithin Rights on the books of Riverside Forest Products Limited, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Programwith full power of substitution. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 numberDated: ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures Signature Guaranteed (Signature must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election correspond to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above .) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the Form United States, a member of Assignment the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in Canada or the Form United States. CERTIFICATE (To be completed if true.) The undersigned party transferring Rights hereunder, hereby represents, for the benefit of Election to Purchaseall holders of Rights and Common Shares, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of that the Rights evidenced by this Rights Certificate are not, and, to be the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right Agreement. --------------------------------- Signature (a "Right") for To be attached to each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesCertificate.)
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Riverside Forest Products Marketing LTD)
WITNESS. Exhibit A FORM OF SUBSCRIPTION (to be signed only on exercise of Warrant) TO: ISECURETRAC, CORP. The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the proper officers Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________________________________________ whose address is ___________________ hereby sells, assigns and transfer unto _______________________________ _________________________________________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from registration under the Securities Act. Dated: ------------ ---------------------------------------------- (Signature must conform to name of holder as specified on the face of the Warrant) ---------------------------------------------- ---------------------------------------------- (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of ISECURETRAC, CORP. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of ISECURETRAC, CORP. with full power of substitution in the premises. ---------------------- ------------------------- ----------------------------- Transferees Percentage Transferred Number Transferred ---------------------- ------------------------- ----------------------------- ---------------------- ------------------------- ----------------------------- ---------------------- ------------------------- ----------------------------- ---------------------- ------------------------- ----------------------------- ---------------------- ------------------------- ----------------------------- ---------------------- ------------------------- ----------------------------- ---------------------- ------------------------- ----------------------------- Dated: , ------- -------- --------------------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: -------------------------- (Name) --------------------------------------------- --------------------------------------------- (address) ACCEPTED AND AGREED: [TRANSFEREE] --------------------------------------------- --------------------------------------------- (address) -------------------------- (Name) FUNDS ESCROW AGREEMENT This Agreement is dated as of the ____ (Please print name and address day of transferee) this Rights CertificateMay, together with all right2004 among iSECUREtrac, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights CertificateCorp., a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. Delaware corporation (the "Company") authorized ), the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right Subscribers identified on Schedule A hereto (each a "RightSubscriber" and collectively ") for each outstanding share of common stockSubscribers"), no par valueand Grushko & Mxxxxxx, of the Company P.C. (the "Common SharesEscrow Agent") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.):
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- EXHIBIT A FORM OF ASSIGNMENT SUBSCRIPTION (To be executed by signed only on exercise of Warrant) TO: ISECURETRAC, CORP. The undersigned, the registered holder if of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder, ______ shares of Common Stock of iSECUREtrac, Corp. and herewith makes payment of $______ therefor, and requests that the certificates for such holder desires shares be issued in the name of, and delivered to transfer the Rights Certificate) FOR VALUE RECEIVED whose address is __________________________ ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies represents and warrants that (1) all offers and sales by the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge undersigned of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rightswithin Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") Rights represented by this Rights Certificate or pursuant to purchase an exemption from registration under 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: _Securities Act. Dated:___________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ (Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of holder as written specified on the face of this Rights Certificate in every particularthe Warrant) _____________________________________ (Address) EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, without alteration or enlargement or any change whatsoeverthe undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of ISECURETRAC, CORP. In to which the event within Warrant relates specified under the certification set forth above headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of ISECURETRAC, CORP. with full power of substitution in the Form premises. -------------------------------------------------------------------------------- Transferees Percentage Transferred Number Transferred -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: ______________, ___________ ------------------------------------------- (Signature must conform to name of Assignment or holder as specified on 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 face of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined warrant) Signed in the Rights Agreementpresence of: --------------------------------- ------------------------------------------- (Name) and such Assignment or Election ------------------------------------------- (address) ACCEPTED AND AGREED: [TRANSFEREE] ------------------------------------------- ------------------------------------------- (address) --------------------------------- (Name) THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ISECURETRAC, CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase will not be honored___________ shares of Common Stock of iSECUREtrac, Corp. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT A No. EXHIBIT C FIRST MONTAUK FINANCIAL 2004-A-MAY-001 Issue Date: May ___, 2004 iSECURETRAC, CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8., 2007, a corporation organized under the Board laws of Directors (the "Board State of Directors") of First Transfer of Montauk Financial Corp. Delaware (the "Company") authorized ), hereby certifies that, for value received, ___________________, ___________________________________________________, Fax: _____________, or its assigns (the implementation "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the fifth anniversary of a Rights; Rights Shareholder Rights Plan the Issue Date (the "Expiration Date"), up to __________ fully paid and declared a dividend nonassessable shares of one preferred share Certificates: purchase right (a "Right") for each outstanding share of the common stock, no par value, stock of the Company (the "Common SharesStock") ), $.001 par value per share at a per share purchase price of $_____. The aforedescribed purchase price per share, as adjusted from time to shareholders of record on August 8time as herein provided, 2007. Prior to the Distribution Date is referred to belowherein as the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price without the consent of the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the "SUBSCRIPTION AGREEMENT"), if anydated May ___, the Rights will be evidenced 2004, entered into by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from Holder. As used herein the Common Shares.following terms, unless the context otherwise requires, have the following respective meanings:
Appears in 1 contract
WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal, if any. Dated as of ATTEST: SUPERIOR SERVICES, INC. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx ItsSecretary President Date of Authentication: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company This is one of the Right Certificates referred to in the within- mentioned Rights Agreement. LaSalle National Bank, as Rights Agent By: Its: Its: --Form Authorized Signatory [Form of Reverse Side of Rights Certificate-- Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED 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 sellsirrevocably constitute and appoint _____________________ Attorney, assigns to transfer the Right Certificate on the books of the within- named Company, with full power of substitution. Dated as of ________________________, ____. ___________________________________ Signature Signature Guarantee: Signatures must be guaranteed. __________________________________________________________________________ [To be executed if statement is correct] 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 SUPERIOR SERVICES, INC.: The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Right Certificate to purchase the Common Shares (or other securities) issuable upon the exercise of such Rights and transfer unto requests that certificates for such Common Shares (or other securities) be issued in the name of: Please insert social security or other identifying number: _____________________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Right Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20____________________________________________________________ Signature : (Please print name and address) __________________________________________________________________________ Dated as of ____________, _______. ______________________________________ Signature Signature Guaranteed* --------------------------------------- *: Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Programguaranteed. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE __________________________________________________________________________ [To be executed if statement is correct] 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 on the face of this Rights 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 undersigned hereby certifies that the Rights evidenced by this Rights Right Certificate to be are not beneficially owned by 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares).
Appears in 1 contract
WITNESS. x/ Xxxxxx Xxmenez -------------------------- Exhibit A FORM OF SUBSCRIPTION (to be signed only on exercise of Warrant) TO: GLOBETEL COMMUNICATIONS CORP. The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the proper officers Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________________________________________ whose address is ___________________ hereby sells, assigns and transfer unto ______________________________________________________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ____________________ -------------------------------------------------------------------------------- Number of Shares of Common Stock Beneficially Owned on the date of exercise: Less than five percent (Please print name 5%) of the outstanding Common Stock of Globetel Communications Corp.. The undersigned represents and address) -------------------------------------------------------------------------------- If such number warrants that all offers and sales by the undersigned of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for securities issuable upon exercise of the balance remaining of such Rights within Warrant shall be registered in made pursuant to registration of the name Common Stock under the Securities Act of and delivered to: Please insert social security 1933, as amended (the "Securities Act"), or other identifying number: _pursuant to an exemption from registration under the Securities Act. Dated:___________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ (Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of holder as written specified on the face of this Rights Certificate in every particularthe Warrant) _______________________________________ _______________________________________ (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, without alteration or enlargement or any change whatsoeverthe undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of GLOBETEL COMMUNICATIONS CORP. In to which the event within Warrant relates specified under the certification set forth above headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of GLOBETEL COMMUNICATIONS CORP. with full power of substitution 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 Rights 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 honoredpremises. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Transferees Percentage Transferred Number Transferred ----------- ---------------------- ------------------
Appears in 1 contract
WITNESS. Exhibit A FORM OF SUBSCRIPTION (to be signed only on exercise of Warrant) TO: XRG, INC. The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the proper officers Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________________________________________ whose address is ___________________ hereby sells, assigns and transfer unto _______________________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies represents and warrants that (1) all offers and sales by the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge undersigned of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights Certificate within Warrant shall be made pursuant to purchase registration of the Preferred Shares issuable upon Common Stock under the exercise Securities Act of such Rights and requests that certificates for such Preferred Shares be issued in 1933, as amended (the name of: Please insert social security "Securities Act"), or other identifying number: _pursuant to an exemption from registration under the Securities Act. Dated:___________________ -------------------------------------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the Signature must conform to name of and delivered to: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) holder as specified on the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge face of the undersignedWarrant) ----------------------------------------------------- ----------------------------------------------------- (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned did not acquire hereby sells, assigns, and transfers unto the Rights evidenced person(s) named below under the heading "Transferees" the right represented by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as the within Warrant to purchase the percentage and number of shares of Common Stock of XRG, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such terms are defined person(s) and appoints each such person Attorney to transfer its respective right on the books of XRG, INC. with full power of substitution in the Rights Agreement)premises. ---------------------------------------- -------------------------------------- -------------------------------------- Transferees Percentage Transferred Number Transferred ---------------------------------------- -------------------------------------- -------------------------------------- ---------------------------------------- -------------------------------------- -------------------------------------- ---------------------------------------- -------------------------------------- -------------------------------------- ---------------------------------------- -------------------------------------- -------------------------------------- ---------------------------------------- -------------------------------------- -------------------------------------- ---------------------------------------- -------------------------------------- -------------------------------------- ---------------------------------------- -------------------------------------- -------------------------------------- Dated: ______________, 20___ Signature : ________________________________ -------------------------------------------------------------- (Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of holder as written specified on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above warrant) Signed in the Form presence of: ----------------------- -------------------------------------------------- -------------------------------------------------- (Name) (address) ACCEPTED AND AGREED: [TRANSFEREE] -------------------------------------------------- -------------------------------------------------- (Name) (address) ---------------------- (Name) THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO XRG, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 4,800,000 shares of Assignment or Common Stock of XRG, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. 2011 Issue Date: June 15, 2004 XRG, INC., a corporation organized under 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 laws of the Rights evidenced by this Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board State of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. Delaware (the "Company") authorized ), hereby certifies that, for value received, JG Capital, Inc., or its assigns (the implementation "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the fifth anniversary of a Rights; Rights Shareholder Rights Plan the Issue Date (the "Expiration Date"), up to June 15, 2009 fully paid and declared a dividend nonassessable shares of one preferred share Certificates: purchase right (a "Right") for each outstanding share of the common stock, no par value, stock of the Company (the "Common SharesStock") ), $.001 par value per share at an exercise price of $0.01. The aforedescribed purchase price per share, as adjusted from time to shareholders of record on August 8time as herein provided, 2007. Prior to the Distribution Date is referred to below, if any, herein as the Rights will be evidenced by "Purchase Price." The number and trade with the certificates for the character of such shares of Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders Stock and the Rights will become transferable apart from Purchase Price are subject to adjustment as provided herein. The Company may reduce the Common Shares.Purchase Price without the consent of the Holder. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
Appears in 1 contract
Samples: Warrant Agreement (XRG Inc)
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of ________________________. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- ADVANCED MACHINE VISION CORPORATION Attest: By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________________ By_________________________________ Name: Name: Title: 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, ________________________________ 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 unto 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 an eligible guarantor institution (Please print name a bank, stockbroker, savings and address of transfereeloan association or credit union with membership in an approved signature guarantee medallion program) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, pursuant to transfer this Rights Certificate on the books Rule 17Ad-15 of the within-named Company, with full power Securities Exchange Act of substitution1934. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY -- continued FORM OF RIGHTS ELECTION TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, (To be executed by the Board of Directors (registered holder if such holder desires to exercise Rights represented by the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesRight Certificate.)
Appears in 1 contract
WITNESS. EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: eLinear, Inc. Attention: Chief Financial Officer The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): _____ ________ shares of the proper officers Common Stock covered by such Warrant; or _____ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): _____ $__________ in lawful money of the United States; and/or _____ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or _____ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED ______________________________________________ ___________________ hereby sells, assigns and transfer unto __________________ whose address is ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies represents and warrants that (1) all offers and sales by the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge undersigned of the undersignedsecurities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the undersigned did not acquire "Securities Act") or pursuant to an exemption from registration under the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)Securities Act. Dated: ____________, 20___ --------------------------- ------------------------------------- (Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of holder as written specified on the face of this Rights 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights AgreementWarrant) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share CertificatesAddress: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.----------------------------- -------------------------------------
Appears in 1 contract
Samples: Warrant Agreement (Elinear Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- EXHIBIT A FORM OF ASSIGNMENT SUBSCRIPTION (To be executed by signed only on exercise of Warrant) TO: Empyrean Bioscience, Inc. The undersigned, pursuant to the registered holder if such holder desires provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to transfer the Rights Certificate) FOR VALUE RECEIVED purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ ___________________ hereby sells, assigns and transfer unto ______whose address is ____________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies represents and warrants that (1) all offers and sales by the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge undersigned of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rightswithin Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") Rights represented by this Rights Certificate or pursuant to purchase an exemption from registration under 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: _Securities Act. Dated:___________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ (Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of holder as written specified on the face of this Rights 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof Warrant) -------------------------------------------- (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Address)
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Empyrean Bioscience Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate sealEQUITIES CORPORATION ------------------------------ BY: /s/ [ILLEGIBLE] COUNTERSIGNED THIS 19TH DAY OF ------------------- DECEMBER, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By1996 Principal BY: Xxxxxx /s/ [ILLEGIBLE] INSURANCE COMPANY OF THE WEST --------------------- (NEVADA AGENT) /s/ DEBBXX X. Xxxxxxx ItsXXXXXX ---------------------------------- Sedgxxxx Xxxxx xx Nevada DEBBXX X. XXXXXX XXTORNEY-IN-FACT ------------------------ 9 EXHIBIT B 2 OF 2 INSURANCE COMPANY OF THE WEST HOME OFFICE: President and Chief Executive Officer COUNTERSIGNEDSAN DIEGO, CALIFORNIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM That INSURANCE COMPANY OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sellsTHE WEST, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificatea California Corporation, together with all right, title and interest therein, and does hereby irrevocably constitute appoint: DEBBXX X. XXXXXX xxs true and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the withinlawful Attorney(s)-in-named CompanyFact, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being soldand authority, assigned or transferred by or to execute, on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)Company, (2) this Rights Certificate is not being soldfidelity and surety bonds, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associateundertakings, and (3) after inquiry other contracts of suretyship of a similar nature. This Power of Attorney is granted and to is signed and sealed by facsimile under the best knowledge authority of the undersigned, the undersigned did not acquire the Rights evidenced following Resolution adopted by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (on the 22nd day of November, 1994, which said Resolution has not been amended or rescinded and of which the following is a true copy: "Board RESOLVED, that the Chairman of Directors") the Board, the President, an Executive Vice President or a Senior Vice President of First Transfer the Company, and each of Montauk Financial Corp. (them, is hereby authorized to execute Powers of Attorney qualifying the "attorney named in the given Power of Attorney to execute on behalf of the Company") authorized the implementation , fidelity and surety bonds, undertakings, or other contracts of suretyship of a Rightssimilar nature; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, to attach thereto the seal of the Company (Company; provided however, that the "Common Shares") to shareholders absence of record on August 8the seal shall not affect the validity of the instrument. FURTHER RESOLVED, 2007. Prior to that the Distribution Date referred to belowsignatures of such officers and the seal of the Company, if anyand the signatures of any witnesses, the Rights will be evidenced by signatures and trade with the certificates for the Common Shares. After the Distribution Dateseal of any notary, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from signatures of any officers certifying the Common Sharesvalidity of the Power of Attorney, may be affixed by facsimile."
Appears in 1 contract
Samples: Subdivision Improvement Agreement (Mego Financial Corp)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- Exhibit A FORM OF ASSIGNMENT SUBSCRIPTION (To be executed signed only on exercise of Warrant) TO: COMPANY The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the registered holder if maximum number of shares of Common Stock covered by such holder desires Warrant pursuant to transfer the Rights Certificate) FOR VALUE RECEIVED cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ whose address is __________________________ ___________________ hereby sells_______________________________. The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, assigns and transfer unto as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:___________________ _______________________________________ (Signature must conform to name of holder as specified on the face of the Warrant) ______________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be guaranteed signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by a participant the within Warrant to purchase the percentage and number of shares of Common Stock of Xxxxxx, Inc. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of Xxxxxx, Inc. with full power of substitution in the Securities Transfer Agent Medallion Programpremises. ================================== ================== ================= Transferees Percentage Number ----------- Transferred Transferred ---------------------------------- ------------------ ----------------- ---------------------------------- ------------------ ----------------- ---------------------------------- ------------------ ----------------- ---------------------------------- ------------------ ----------------- ---------------------------------- ------------------ ----------------- ---------------------------------- ------------------ ----------------- ================================== ================== ================= Dated: -----------------, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion ---- ------------------------------------ (Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of holder as written specified on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above warrant) Signed 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof presence of: ------------------------------- ------------------------------------ (as defined in the Rights AgreementName) and such Assignment or Election to Purchase will not be honored. (address) ------------------------------------ ACCEPTED AND AGREED: [TRANSFEREE] ------------------------------- ------------------------------------ (Name) (address) ------------------------------------ EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY FORM OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.OPINION
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of Attest: SUPERIOR TELECOM INC. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its------------------------------- --------------------------------- Secretary Title: ItsCountersigned: --Form AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent By: ------------------------------- Authorized Signature B-3 Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ ___________________ hereby 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 unto the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________________ ____________________________________________________ (Please print name Signature) Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stock broker, savings and address of transfereeloan institution or credit union with membership in an approved signature guarantee medallion program) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, pursuant to transfer this Rights Certificate on the books Rule 17Ad-15 of the within-named Company, with full power Securities Exchange Act of substitution1934. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form (Signature) Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY - continued FORM OF RIGHTS ELECTION TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, (To be executed if holder desires to exercise Rights represented by the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesRight Certificate.)
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of , . ------------------ FIRST MONTAUK FINANCIAL CORPATTEST: THE PHOENIX COMPANIES, INC. ----------------------------------- ByBy Secretary Title: Xxxxxx X. Xxxxxxx ItsCountersigned: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form EQUISERVE TRUST COMPANY, N.A. By Authorized Signature 4 55 [Form of Reverse Side of Rights Certificate-- Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer transfers unto __________________ ____________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-within named Company, with full power of substitution. Dated:_____________, ____ -------------------------- Signature Signature Guaranteed: -------------------------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), ; and (2) after due inquiry and to the best 56 knowledge of the undersigned, the undersigned he/she/it [ ] did [ ] did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is is, was or was subsequently became an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)thereof. Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.--------------------------- Signature
Appears in 1 contract
WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal, if any. Dated as of ATTEST: QUORUM HEALTH GROUP, INC. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its---------------------------- ------------------------------------ Name: ItsName: --Form Title: Title: Countersigned: FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Rights Agent By: ---------------------------- Name: Title: Form of Reverse Side of Rights Certificate-- Right Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED RECEIVED, ___________________ hereby sells, assigns and transfers unto __________________________ ___________________ hereby sells, assigns and transfer unto __________________ ________________________________________________________________________________ (Please print name and address of transferee) ____________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________ as attorneyAttorney, to transfer this Rights the Right Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf Dated as of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20____. _______________________________ Signature Signature Guarantee: Signature Guaranteed* --------------------------- *Signatures must be guaranteed guaranteed. ________________________________________________________________________________ [To be executed if statement is correct] The undersigned hereby certifies that the Rights evidenced by a participant this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature ProgramRights Agreement). --Form Form of Reverse Side of Rights Certificate-- (continued) Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate) ToTO QUORUM HEALTH GROUP, INC.: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) ______________ Rights represented by this Rights Right Certificate to purchase the Preferred Common Shares (or other securities) issuable upon the exercise of such Rights and requests that certificates for such Preferred Common Shares (or other securities) 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 Rights Right Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated as of ____________, ____. ______________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form Form of Reverse Side of Right Certificate -- continued Signature Guaranteed: Signature must be guaranteed. ________________________________________________________________________________ [To be executed if statement is correct] The undersigned hereby certifies that the Rights Certificate-- evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (continued) NOTICE as defined in the Rights Agreement). ______________________________ Signature The signature in the foregoing Form of Assignment or Form of Election to Purchase, as the case may be, Purchase must conform to the name as written on upon the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORPB QUORUM HEALTH GROUP, INC. SHAREHOLDER STOCKHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED COMMON SHARES Distribution and On August 8April 16, 20071997, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. Quorum Health Group, Inc. (the "Company") ), authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend issuance of one preferred common share Certificates: purchase right (a "Right") for with respect to each outstanding share of common stock, no $.01 par value, of the Company value (the "Common Shares") ), of the Company. The rights were issued on April 28, 1997 to shareholders the holders of record of Common Shares on August 8that date. Each Right entitles the registered holder to purchase from the Company one-third of a Common Share at a price of $150.00 per one-third of a Common Share (the "Purchase Price"), 2007subject to adjustment. Prior to the Distribution Date referred to below, if any, The description and terms of the Rights will be evidenced by and trade with are set forth in a Rights Agreement (the certificates for the Common Shares. After the Distribution Date"Rights Agreement") dated April 16, if any1997, between the Company will cause rights certificates to be delivered to and First Union National Bank of North Carolina, as Rights Agent (the Company's shareholders and the "Rights will become transferable apart from the Common SharesAgent").
Appears in 1 contract
WITNESS. SERANOVA, INC. ------------------------------ By: ----------------------------------------- XXXXXXXX XXXXXX, President Accepted in Plainsboro, New Jersey: FLEET CAPITAL CORPORATION By: ----------------------------------------- XXXXX X. XXXXXX, Senior Vice President APPENDIX A GENERAL DEFINITIONS When used in the facsimile signature of the proper officers of the Company Loan and its corporate seal, if any. Dated Security Agreement dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President July 14, 2000, by and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT between Fleet Capital Corporation and SeraNova, Inc., the following terms shall have the following meanings (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred singular to or on behalf of any such Acquiring Person, Affiliate or Associate, have the same meaning when used in the plural and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from vice versa): Account Debtor - any Person who is or was may become obligated under or on --------------- account of an Acquiring Account. Accounts - all accounts, contract rights, chattel paper, instruments and -------- documents, whether now owned or hereafter created or acquired by Borrower or in which Borrower now has or hereafter acquired any interest. Affiliate - a Person (other than a Subsidiary): (i) which directly or --------- indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a Person; (ii) which beneficially owns or holds 5% or more of any class of the Voting Stock of a Person; or (iii) 5% or more of the Voting Stock (or in the case of a Person which is not a corporation, 5% or more of the equity interest) of which is beneficially owned or held by a Person or an Affiliate or Associate thereof (as such terms are defined a Subsidiary of a Person. Agreement - the Loan and Security Agreement referred to in the Rights Agreement). Dated: ____________first --------- sentence of this Appendix A, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in all Exhibits thereto and this Appendix A. Approved Customer List - the Securities Transfer Agent Medallion Programlist of Borrower's customers, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented approved by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP---------------------- Lender, in Lender's sole credit judgment, as having acceptable credit risk whose Accounts may be included as an Eligible Account. The undersigned hereby irrevocably elects Approved Customer List is annexed hereto as Exhibit P. Availability - the amount of money which Borrower is entitled to exercise (or borrow ------------ from time to time as Revolving Credit Loans, such other securities amount being the difference derived when the sum of the Company or principal amount of Revolving Credit Loans then outstanding (including any other person amounts which Lender may be issuable upon have paid for the exercise account of Borrower pursuant to any of the RightsLoan Documents and which have not been reimbursed by Borrower) Rights represented is subtracted from the Borrowing Base. If the amount outstanding is equal to or greater than the Borrowing Base, Availability is Zero ($0) Dollars. Bank - Fleet National Bank. ---- Base Rate - the rate of interest announced or quoted by this Rights Certificate Bank from time to purchase --------- time as its prime rate for commercial loans, whether or not such rate is the Preferred Shares issuable upon the exercise of lowest rate charged by Bank to its most preferred borrowers; and, if such Rights and requests that certificates prime rate 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 commercial loans is discontinued by this Rights CertificateBank as a standard, a new Rights Certificate for the balance remaining of such Rights comparable reference rate designated by Bank as a substitute therefor shall be registered in the name Base Rate. Borrowing Base - as at any date of and delivered to: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by determination thereof, an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and amount equal -------------- to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.lesser of:
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of ____________, _____. ------------------ FIRST MONTAUK FINANCIAL CORP[SEAL] ATTEST: NATIONAL WIRELESS HOLDINGS INC. ----------------------------------- ________________________ By____________________________ Name: Xxxxxx X. Xxxxxxx ItsName: President and Chief Executive Officer COUNTERSIGNEDTitle: Continental Stock Transfer & Trust Company Title: Countersigned: [_______________________] By_______________________ Authorized Signatory Name: ItsTitle: Its: --Form Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer transfers unto __________________ ____________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights 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: ___________, ____ _________________________ as attorneySignature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, to transfer this Rights Certificate on the books a member of the within-named CompanyNational Association of Securities Dealers, with full power of substitutionInc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Right Agreement), ) and (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY FORM OF RIGHTS ELECTION TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, (To be executed by the Board of Directors (registered holder if such holder desires to exercise Rights represented by the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesRight Certificate.)
Appears in 1 contract
WITNESS. EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: Mitek Systems, Inc. Attention: Chief Financial Officer The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ________ ________ shares of the proper officers Common Stock covered by such Warrant; or ________ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ________ $________ in lawful money of the United States; and/or ________ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ________ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED ______________________________ whose address is ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies represents and warrants that (1) all offers and sales by the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge undersigned of the undersignedsecurities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the undersigned did not acquire "Securities Act") or pursuant to an exemption from registration under the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)Securities Act. Dated: ____________, 20___ ------------------------ ----------------------------------------- (Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of holder as written specified on the face of this Rights 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights AgreementWarrant) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share CertificatesAddress: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.------------------------------- -------------------------------
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of of, ______________. ------------------ FIRST MONTAUK FINANCIAL CORP[SEAL] ATTEST: HARRIS INTERACTIVE INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its---------------------------------- ----------------------------------- Name: ItsName: --Form of Reverse Side of Rights Certificate-- -------------------------------- --------------------------------- Title: Title: ------------------------------- -------------------------------- Countersigned: [AMERICAN STOCK TRANSFER & TRUST COMPANY] By: ---------------------------------- Authorized Signatory 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 Rights Right Certificate.) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer transfers unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, 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 (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Right Agreement), ) and (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ --------------------------------------- Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 44 FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Rights Right Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement.), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated Dated: as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- , 20 By: Xxxxxx X. Xxxxxxx ItsName: President and Chief Executive Officer Title: COUNTERSIGNED: Continental Stock Transfer AMERICAN STOCK TRANSFER & Trust Company TRUST COMPANY, LLC as Rights Agent By: ItsName: ItsTitle: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transfereetransferor) hereby sells, assigns and transfers unto _____________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Signature Guaranteed: 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 this Rights Right Certificate are not being sold, assigned or transferred beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after . After due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is were not acquired or was beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)thereof. Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. ASTROTECH CORPORATION The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Right Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *: Signatures must be guaranteed by a participant 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 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 Securities Transfer Agent Medallion ProgramRights Agreement). After due inquiry and to the best knowledge of the undersigned, the Stock Exchanges Medallion Program Rights evidenced by this Right Certificate were not acquired or the New York Stock Exchange, Inc. Medallion Signature Programbeneficially owned by an Acquiring Person or an Affiliate or Associate thereof. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the foregoing Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the The Board of Directors of Astrotech Corporation (the "Board of Directors"“Company”) of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "“Right"”) for each outstanding share of common stock, no par valuevalue $0.001 per share (the “Common Shares”), of the Company Company. The dividend is payable on January 5, 2023 (the "Common Shares"“Record Date”) to shareholders the stockholders of record on August 8that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, 2007par value $0.001 per share (the “Preferred Shares”), at a price of $58.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment. Prior to the Distribution Date referred to below, if any, The description and terms of the Rights will be evidenced by and trade with are set forth in a Rights Agreement (the certificates for the Common Shares. After the Distribution Date, if any, “Rights Agreement”) between the Company will cause rights certificates to be delivered to and American Stock Transfer & Trust Company, LLC, as Rights Agent (the Company's shareholders and the “Rights will become transferable apart from the Common SharesAgent”).
Appears in 1 contract
Samples: Rights Agreement (ASTROTECH Corp)
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of __________, _____. ------------------ FIRST MONTAUK FINANCIAL CORP[SEAL] ATTEST: LAMONTS APPAREL, INC. ----------------------------------- ByBy By ------------------------------ ------------------------------ Name Name ---------------------------- ---------------------------- Title Title --------------------------- --------------------------- Countersigned: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form NORWEST BANK MINNESOTA, N.A. By ----------------------------- Name --------------------------- Title -------------------------- Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ _____________________________ hereby sells, assigns and transfer transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ as attorneyAttorney-in-Fact, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated:__________, _____ _____________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ____________________ -------------------------------------------------------------------------------- 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 exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in the name of: Please insert social security number or other identifying number _______________________________________________ ___________________________________________________________________________ (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number or other identifying number: number ________________________________________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20______________________________________________________________ Signature (Please print name and address) Dated: __________, _____ __________________________________ Signature Signature Guaranteed* --------------------------------------- *: _________________________________ Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof ("Eligible Guarantor Institution" as defined in the Rights AgreementRule 17Ad-15 (or any successor rule or regulation) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior promulgated pursuant to the Distribution Date referred to belowSecurities Exchange Act of 1934, if anyas amended (this term means, the Rights will be evidenced by in general, banks, stock brokers, savings and trade loan associations, and credit unions, in each case with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Sharesmembership in an approved signature guarantee medallion program).
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of __________________________. ------------------ FIRST MONTAUK FINANCIAL CORPATTEST: GARTNER GROUP, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx ___________________________ By: _____________________________ Secretary President Countersigned: BANK BOSTON, N.A. as Rights Agent By: _______________________________ Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- _______________________________ FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Class B Rights Certificate) FOR VALUE RECEIVED ____________________________________ hereby sells, assigns and transfers unto ___________________________________________________________ hereby sells, assigns (Please print name and transfer unto address of transferee) ___________________________________________________________ ___________________________________________________________ (Please print name and address of transferee) ___________________________________________________________ this Class B Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________ as attorneyAttorney, to transfer this the within Class B Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: _______________, 20_____ ____________________________________ Signature : Signature Guaranteed* --------------------------- *: Signatures must be guaranteed by an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature ProgramExchange Act of 1934. --Form 57 Form of Reverse Side of Class B Rights Certificate-- (continued) Certificate -- continued NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Class B Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Class B Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. ________________________________ The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) ____________________ Class B Rights represented by this Class B Rights Certificate to purchase the number of one-thousandths of a Preferred Shares Share issuable upon the exercise of such Class B Rights and requests that certificates for such number of one-thousandths of a Preferred Shares be Share issued in the name of: Please insert social security or other identifying number: _______________________________ -------------------------------------------------------------------------------- ___________________________________________________________ (Please print name and address) -------------------------------------------------------------------------------- ___________________________________________________________ ___________________________________________________________ If such number of Class B Rights shall not be all the Class B Rights evidenced by this Class B Rights Certificate, a new Class B Rights Certificate for the balance remaining of such Class B Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: _______________________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ___________________________________________ (Please print name and address) ___________________________________________________________ ___________________________________________________________ Dated: _______________, _____ Signature Guaranteed* --------------------------------------- *: Signatures must be guaranteed by an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Transfer Agent Medallion Program, Exchange Act of 1934. The undersigned hereby certifies by checking the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Gartner Group Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- _______________ ATTEST: IOMEGA CORPORATION ___________________________ By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer :___________________________ Secretary Title:_________________________ COUNTERSIGNED: Continental Stock Transfer & Trust Company [ ] By: Its: Its: --Form :___________________________ Authorized Signature Front Side of Rights Certificate Reverse Side of Rights Certificate [Form of Reverse Side of Rights Certificate-- Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________ hereby sells, assigns and transfers unto ___________________ hereby sells, assigns and transfer unto _______________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ as attorneyAttorney, to transfer this the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________ ----------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by, or being soldassigned to, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred pursuant to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ ----------------------------- Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of : Reverse Side of Certificate NOTICE The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate-- (continued) Certificate in every particular, without alteration or enlargement or any change whatsoever. Reverse Side of Certificate FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement.), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.
Appears in 1 contract
Samples: Rights Agreement (Iomega Corp)
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- Date: TLC VISION CORPORATION By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company ----------------------------- By: Its----------------------------- Countersigned: ItsCIBC MELLON TRUST COMPANY By: --Form of Reverse Side of Rights Certificate-- ----------------------------- Authorized Signature FORM OF ASSIGNMENT ELECTION TO EXERCISE (To to be executed by the registered holder if such holder desires attached to transfer the each Rights Certificate) FOR VALUE RECEIVED ___________________TO: TLC VISION CORPORATION The undersigned hereby irrevocably elects to exercise _______ ___________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued to: Name Address City and Province/State Social Insurance Number or other taxpayer identification number If such number of Rights are not all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name Address City and Province/State Social Insurance Number or other taxpayer identification number Dated: ------------------------------ ------------------------------------- Signature Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by an Eligible Institution being either a Canadian Schedule I chartered bank or major trust company in Canada, member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Dealers Association of Canada, member of the National Association of Securities Dealers or banks and trust companies in the United States. (To be completed if true) The undersigned hereby sellsrepresents, assigns for the benefit of the Corporation and transfer unto __________________ ___________all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person, an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement). FORM OF ASSIGNMENT FOR VALUE RECEIVED _________________________________________ (Please print name hereby sells, assigns and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint transfers unto _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ (please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein. Dated: ------------------------------ Signature Guaranteed* --------------------------------------- *Signatures : ------------------------------------------- Signature (Signature must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election correspond to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by an Eligible Institution being either a Canadian Schedule I chartered bank or major trust company in Canada, member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). In Members of these programs are usually members of a recognized stock exchange in Canada and the event United States, members of the certification set forth above Investment Dealers Association of Canada, member of the National Association of Securities Dealers or banks and trust companies in the Form United States. (To be completed if true) The undersigned hereby represents, for the benefit of Assignment or the Form Corporation and all holders of Election to PurchaseRights and Common Shares, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of that the Rights evidenced by this Rights Certificate are not, and, to be the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person, an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with an Associate or Affiliate or Associate thereof of an Acquiring Person (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares).
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (TLC Vision Corp)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Date: ----------- ATTEST: PREMIERE TECHNOLOGIES, if anyINC. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its--------------------------- --------------------------- Secretary Countersigned: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company SunTrust Bank, Atlanta, as Rights Agent By: Its: Its: --Form ------------------------ Authorized Officer -2- [Form of Reverse Side of Rights Certificate-- Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the this Rights Certificate.) FOR VALUE RECEIVED _________________ hereby sells, assigns and transfers unto __________________________ ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ as attorneyAttorney, to transfer this the within Rights Certificate on the books of the within-within- named Company, with full power of substitution. Dated: , ---------------- ----. Signature Guaranteed: -------------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby certifies represents, for the benefit of all holders of Rights and shares of Common Stock, that (1) the Rights evidenced by this Rights Certificate are not being soldnot, assigned or transferred and, to the knowledge of the undersigned, have never been, Beneficially Owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate . -------------------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersignedcompleted in connection with a purported assignment, the undersigned did not acquire Company will deem the Beneficial Owner of the Rights evidenced by this the enclosed Rights Certificate from any Person who is or was to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must [To be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of attached to each Rights Certificate-- (continued) Certificate] FORM OF ELECTION TO PURCHASE EXERCISE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) ToTO: FIRST MONTAUK FINANCIAL CORPPREMIERE TECHNOLOGIES, INC. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 whole Rights represented by the attached Rights Certificate to purchase the shares of Series C Junior Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name and address) -------------------------------------------------------------------------------- of: ---------------------------------- Address: -------------------------- Social Security or other Taxpayer Identification Number: ------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security ---------------------------------- Address: -------------------------- Social Security or other identifying numberTaxpayer Identification Number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ------------ Dated: ______________, 20___ Signature : ________________________________ ------------- ----- Signature Guaranteed* --------------------------------------- *Signatures : -------------------------------------- Signature (Signature must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election correspond to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. ------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------- Signature ------------------------------------------------------------------------------- NOTICE ------ 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 completedcompleted in connection with a purported assignment, the Company and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Assignment Rights Certificate to be void and not transferable or Election to Purchase will not be honoredexercisable. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY B --------- ARTICLES OF RIGHTS AMENDMENT TO PURCHASE PREFERRED SHARES Distribution and On August 8THE ARTICLES OF INCORPORATION OF PREMIERE TECHNOLOGIES, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesINC.
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Premiere Technologies Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of __________. ------------------ FIRST MONTAUK FINANCIAL CORPATTEST: TELIK, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer Secretary COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of XXXXX FARGO BANK MINNESOTA, N.A. as Rights Certificate-- Agent Authorized Signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer transfers unto __________________ ____________________________________________________ this Right Certificate, together (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ as attorneyAttorney, to transfer this Rights 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 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 this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), ; and (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person Person, an Interested Stockholder, or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)thereof. DatedSignature FORM OF ELECTION TO PURCHASE To XXXXX FARGO BANK MINNESOTA, N.A.: The undersigned hereby irrevocably elects to exercise ____________, 20_______________ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Right Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Signature
Appears in 1 contract
Samples: Rights Agreement (Telik Inc)
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of __________, _____. ------------------ FIRST MONTAUK FINANCIAL CORP[SEAL] ATTEST: SEATTLE FILMWORKS, INC. ----------------------------------- ByBy _______________________________ By _______________________________ Name _____________________________ Name _____________________________ Title ____________________________ Title ____________________________ Countersigned: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form CHASEMELLON SHAREHOLDER SERVICES L.L.C. By _______________________________ Name _____________________________ Title ____________________________ Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ _______________________________ hereby sells, assigns and transfer transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ as attorneyAttorney-in-Fact, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated:__________, _____ __________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ 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 exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in the name of: Please insert social security number 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 number or other identifying number ____________________________________________________ ________________________________________________________________________________ (Please print name and address) Dated: __________, _____ __________________________________ Signature Signature Guaranteed* --------------------------------------- *: ______________________________ Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof ("Eligible Guarantor Institution" as defined in the Rights AgreementRule 17Ad-15 (or any successor rule or regulation) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior promulgated pursuant to the Distribution Date referred to belowSecurities Exchange Act of 1934, if anyas amended (this term means, the Rights will be evidenced by in general, banks, stock brokers, savings and trade loan associations, and credit unions, in each case with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Sharesmembership in an approved signature guarantee medallion program).
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of _______,_____. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By[SEAL] ATTEST: Xxxxxx X. Xxxxxxx ItsEL PASO ENERGY CORPORATION Attest: President and Chief Executive Officer COUNTERSIGNEDBy By ---------------------------- ------------------------------ Name: Continental Stock Transfer & Trust Company ByName: ItsTitle: ItsTitle: --Form Countersigned: BANKBOSTON, N.A., as Right Agent By ---------------------------- Authorized Signatory Name: Title: Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ __________________________________ hereby sells, assigns and transfer unto transfers unto_______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ 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, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Programa signature guarantee medallion program. --Form of Reverse Side of Rights Certificate-- -------------------------------------------------------------------------------- The undersigned hereby certifies that (continued1) 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 on the face of this Rights 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 Rights Right Certificate to be are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate Interested Stockholder thereof (as such terms are defined in the Shareholder Rights Agreement) and such Assignment (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or Election to Purchase will not be honoredwas or subsequently became an Interested Stockholder. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY ________________________________ Signature Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- FORM OF RIGHTS ELECTION TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, (To be executed by the Board of Directors (registered holder if such holder desires to exercise Rights represented by the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesRight Certificate.)
Appears in 1 contract
Samples: Shareholder Rights Agreement (El Paso Energy Corp/De)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated dated as of September 5, 2001. ------------------ FIRST MONTAUK FINANCIAL CORPAttest: CALIFORNIA AMPLIFIER, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx ItsBy: -------------------------------- ------------------------------ Name: Name: Fred Stuxx Xxtle: Title: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company Countersigned MELLON INVESTOR SERVICES LLC By: Its-------------------------------- Name: ItsTitle: --Form 3 Form of Reverse Side of Rights Certificate-- 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 __________________________ ___________________ RECEIVED, the undersigned hereby sells, assigns and transfer transfers unto __________________ _____________________- ------------------------------------------------------------------------------ -- - ------------------------------------------------------------------------------ -- (Name, address and social security or other identifying number of transferee) _______________________________ (Please print name and address _________) of transferee) the Rights represented by this Rights Right Certificate, together with all right, title and interest thereinin and to said Rights, and does hereby irrevocably constitute constitutes and appoint appoints __________________ as attorney, attorney to transfer this said Rights Certificate on the books of the within-named CompanyCalifornia Amplifier, Inc. with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ___________________ , 20__ -------------------------------------------------------------------------------- ------------------------------------------- (Please print name and addressSignature) -------------------------------------------------------------------------------- If such number of Rights shall not Signature Guaranteed: CERTIFICATE (to be all the Rights evidenced by this Rights Certificatecompleted, a new Rights 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 addressif true) The undersigned hereby certifies that (1) the Rights evidenced represented by this Rights Right Certificate are not beneficially owned Beneficially Owned by an Acquiring Person a 20% Stockholder or an Affiliate or Associate thereof of a 20% Stockholder (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such capitalized terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ , 20__ ------------------------------------------- (Signature) Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.:
Appears in 1 contract
Samples: Rights Agreement (CalAmp Corp.)
WITNESS. By: ----------------------------------- Name: ----------------------------------- Title: ------------------------------ ----------------------------------- EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: RG America, Inc. 1507 Capital Avenue Suite 101 Plano, Texas 75074 Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxxxxxx Xxe undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ________ ________ shares of the proper officers common stock covered by such warrant; or ________ the maximum number of shares of common stock covered by such warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of $__________ in lawful money of the United States. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED ______________________________________________ ___________________ hereby sells, assigns and transfer unto __________________ whose address is ____________________________________________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (Please print the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated: ------------------------- -------------------------------------- (Signature must conform to name and address of transfereeholder as specified on the face of the Warrant) this Rights CertificateAddress: ------------------------------ ------------------------------ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To Be Signed Only On Transfer Of Warrant) For value received, together with all rightthe undersigned hereby sells, title and interest thereinassigns, and does hereby irrevocably constitute transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and appoint _____________ as attorneynumber of shares of Common Stock of RG America, Inc. into which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer this Rights Certificate its respective right on the books of the within-named CompanyRG America, Inc. with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined substitution in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)premises. Percentage Number Transferees Address Transferred Transferred ----------- ------- ----------- ----------- Dated: ____________, 20___ ------------------------- -------------------------------------- (Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of holder as written specified on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Warrant)
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of __________, _____. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By[SEAL] ATTEST: Xxxxxx X. Xxxxxxx ItsDATA I/O CORPORATION By __________________________________ By __________________________________ Name ________________________________ Name ________________________________ Title _______________________________ Title _______________________________ Countersigned: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form [ ] By __________________________________ Name ________________________________ Title _______________________________ Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ _____________________________ hereby sells, assigns and transfer transfers unto _____________________________________ ______________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ as attorneyAttorney-in-Fact, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated:__________, _____ _______________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ 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 exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in the name of: Please insert social security number 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 number or other identifying number __________________________________________________ ______________________________________________________________________________ (Please print name and address) Dated: __________, _____ _______________________________________ Signature Signature Guaranteed* --------------------------------------- *: ______________________________ Signatures must be guaranteed by a participant an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Transfer Agent Medallion ProgramExchange Act of 1934, the Stock Exchanges Medallion Program or the New York Stock Exchangeas amended (this term means, Inc. Medallion Signature Programin general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). --Form Form of Reverse Side of Rights Certificate-- Right Certificate -- continued The undersigned hereby certifies that (continued1) 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 on the face of this Rights 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 Rights Right Certificate to be are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and such Assignment or Election (3) after due inquiry and to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007the best knowledge of the undersigned, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, undersigned did not acquire the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights will become transferable apart from the Common SharesAgreement).
Appears in 1 contract
Samples: Rights Agreement (Data I/O Corp)
WITNESS. the facsimile signature of the proper officers officer of the Company Corporation and of its corporate seal, if any. Dated as of Date: ____________________________________ FLOTEK INDUSTRIES INC. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its______________________________ c/s President Countersigned: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company PACIFIC CORPORATE TRUST COMPANY By: Its: Its: --Form of Reverse Side of Rights Certificate-- _________________________________ Authorized Signatory 45 FORM OF ASSIGNMENT (To be attached to each Rights Certificate) (to be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ hereby sells, assigns and transfers unto ---------------------------------------- (Please print name and address of transferee) -------------------------------------------- -------------------------------------------- -------------------------------------------- the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20____________ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in , as attorney, to transfer the Securities Transfer Agent Medallion Program, within rights on the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities books of the Company or Corporation, with full power of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 numbersubstitution. Date: ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). DatedSignature Guaranteed: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures (Signature must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election correspond to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada or a commercial bank or trust company having an office or correspondent in Canada. In -------------------------------------------------------------------------------- (to be completed if true) The undersigned hereby represents, for the event the certification set forth above in the Form benefit of Assignment or the Form all holders of Election to PurchaseRights and Common Shares, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of that the Rights evidenced by this Rights Certificate are not, and, to be the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert with any of the foregoing (as defined in the Rights Agreement). ----------------------------------- Signature (To be attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: The undersigned hereby irrevocably elects to exercise _________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Assignment Common Shares be issued to: ------------------------------------------------ (Name) ------------------------------------------------ (Address) ------------------------------------------------ (City, Province and Postal Code) ------------------------------------------------ (Social Insurance, Social Security or Election to Purchase will other Taxpayer Identification Number) If such number of Rights shall not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and On August 8delivered to: ------------------------------------------------ (Name) ------------------------------------------------ (Address) ------------------------------------------------ (City, 2007Province and Postal Code) Date: _________________________ Signature Guaranteed: ___________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, the Board of Directors (the "Board of Directors"without alteration or enlargement or any change whatsoever.) of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation Signature must be guaranteed by a member firm of a Rights; recognized stock exchange in Canada or a commercial bank or trust company having an office or correspondent in Canada. -------------------------------------------------------------------------------- (to be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights Shareholder and Common Shares, that the Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stockevidenced by this Rights Certificate are not, no par valueand, to the knowledge of the Company undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert with any of the foregoing (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, as defined the Rights will be evidenced by and trade with the certificates for the Common SharesAgreement). After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.----------------------------------- Signature --------------------------------------------------------------------------------
Appears in 1 contract
Samples: Shareholder Protection Rights Plan Agreement (Flotek Industries Inc/Cn/)
WITNESS. the facsimile signature due execution hereof as a document under seal, as of the proper officers of date first written above, with the Company and its corporate sealintent to be legally bound hereby. WITNESS / ATTEST: INFE-HUMAN RESOURCES-UNITY, if anyINC. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED :_________________________________ ___________________ Name: Name: Title: Payments under this Promissory Note are personally guaranteed by Xxxxxx Xxxxx ("Guarantor"). Guarantor hereby sellsunconditionally and irrevocably guarantees the punctual performance of all of the Borrower's obligations, assigns including, without limitation, payment of all amounts due referenced above together with costs and transfer unto __________________ _______________expenses of collection incurred by Lender, including, without limitation, reasonable attorneys' fees. The Guarantor hereby expressly waives presentment, notice of acceptance, demand, protest and notice of protest with respect to this Guaranty and any obligation covered by this Guaranty. The Guarantor expressly agrees that the taking or possession of any other security or form of security, the release of any security or any action by Lender with respect to any security for the obligations of the Borrower under the Promissory Note shall in no way affect the Guarantor's liability hereunder; and waives notice of any actions taken by Lender with respect to any security for the obligations of the Borrower under the Note. This Guaranty shall be binding upon the Guarantor, and the Guarantor's heirs, administrators, executors, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. _____________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 numberXxxxxx Xxxxx Home Address: ____________________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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 numberSocial Security No.: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: _________ WITNESS / ATTEST: INFE-HUMAN RESOURCES, INC. By: By:______, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by Name: Name: Title: ? The Base Price is established as a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 1.5 times multiple of the Rights evidenced by this Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates consolidated adjusted EBITDA for the Common Shares12 month period ended September 30, 2005. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.? The adjusted EBITDA being used is: $855,720 ?
Appears in 1 contract
Samples: Asset Purchase Agreement (Infe Human Resources Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of ___________________. ------------------ FIRST MONTAUK FINANCIAL CORPATTEST: W. R. XXXXX & XO. ----------------------------------- ____________________________________ By:________________________ Countersigned: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company THE CHASE MANHATTAN BANK By: Its: Its: --Form :_________________________________ Authorized Signature Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer unto __________________ _____transfers unto_______________________________________________ (Please print name and address of transferee) __________________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Signature Guaranteed* --------------------------------------- *: Signatures must be guaranteed by a participant 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 Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature ProgramUnited States. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 undersigned hereby certifies that the Rights evidenced by this Rights Right Certificate to be are not beneficially owned by 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY ___________________________________ Signature A-4 33 Form of Reverse Side of Right Certificate -- continued FORM OF RIGHTS ELECTION TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, (To be executed if holder desires to exercise Rights represented by the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesRight Certificate.)
Appears in 1 contract
WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal, if any. Dated as of ____________________, 19__. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- ATTEST: HALLIBURTON COMPANY ____________________ By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________________ ________ Secretary Authentication: This is one of the Right Certificates referred to in the within-mentioned Rights Agreement. ChaseMellon Shareholder Services, 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 __________________________ hereby sells, assigns and transfer transfers unto ___________________________________________________________ ______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named Companycorporation, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate_, a new Rights 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: 19___. ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Signature Guaranteed* --------------------------------------- *: Signatures must be guaranteed by a participant 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 Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature ProgramUnited States of America. --Form of Reverse Side of Rights Certificate-- _______________________________________________________________________________ (continuedTo be executed if a statement is correct) 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 on the face of this Rights 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 undersigned hereby certifies that the Rights evidenced by this Rights Right Certificate to be are not beneficially owned by 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY _____________________________________________ Signature [Form of Reverse Side of Right Certificate -- continued] A-4 FORM OF RIGHTS ELECTION TO PURCHASE PREFERRED SHARES Distribution ---------------------------- (To be executed if holder desires to exercise the Right Certificate) To: HALLIBURTON COMPANY The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Right Certificate to purchase the Preferred Shares (or other securities) issuable upon the exercise of such Rights and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the requests that certificates for such Preferred Shares (or for such other securities) be issued in the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.name of: Please insert social security or other identifying number:___________________________________________________
Appears in 1 contract
Samples: Rights Agreement (Halliburton Co)
WITNESS. the facsimile signature my hand and seal at office in ____________________, this ______ day of the proper officers of the Company and its corporate seal____________________, if any20____. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- ByMy commission expires: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ______________________________ ___________________ hereby sells, assigns and transfer unto __________________ Notary Public KNOW BY THESE PRESENTS THAT LENOX VILLAGE PROPERTIES, LLC, a Tennessee limited liability company, LENOX VILLAGE LIFESTYLE CENTER, LLC, a Tennessee limited liability company, and LENOX VILLAGE LIFESTYLE CENTER III, LLC, a Tennessee limited liability company (collectively referred to herein as the “Seller”), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to it paid by ___________________, a _______________, having an office at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (“Purchaser”), receipt of which is hereby acknowledged by Seller, has granted, sold, transferred, set over and delivered, and by these presents does grant, sell, transfer and deliver unto Purchaser, its successors and assigns, the property described on Schedule B attached hereto and made a part hereof and all of Sellers’ right title and interest in and to all other fixtures, equipment and articles of personal property (excluding personal property owned by tenants, vendors and lessees under service contracts or furniture leasing companies) located at or used in connection with the operation of the Property described in Schedule A attached hereto and made a part hereof, (the “Personal Property”). TO HAVE AND TO HOLD the Personal Property unto Purchaser and its assigns forever. AND Sellers hereby warrants to and with Purchaser that it owns the Personal Property subject to no encumbrances, security interests or liens of any kind. AND Sellers, does hereby bind itself, its successors and assigns, to warrant and forever defend, the Personal Property unto Purchaser, its successors and assigns, against every person lawfully claiming or to claim the same, or any part thereof, but without warranty as to fitness or merchantability. [SIGNATURES COMMENCE ON FOLLOWING PAGE] SELLER:LENOX VILLAGE PROPERTIES, LLC, a Tennessee limited liability companyBy:____________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 numberName: ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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______Title: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________LENOX VILLAGE LIFESTYLE CENTER, 20___ Signature : ____LLC, a Tennessee limited liability companyBy:____________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by Name: _________________________ Title:__________________________LENOX VILLAGE LIFESTYLE CENTER III, LLC, a participant in the Securities Transfer Agent Medallion ProgramTennessee limited liability companyBy:____________________________ Name: _________________________ Title:__________________________ IN WITNESS WHEREOF, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, Seller has executed this instrument as the case may be, must conform to the name as written on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8____ day of _______________, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares2015.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Preferred Apartment Communities Inc)
WITNESS. the facsimile signature of the proper officers Chief Executive Officer and the Secretary of the Company and its corporate seal, if any. Dated as of _________________. ------------------ FIRST MONTAUK FINANCIAL CORPQUANTA SERVICES, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and ------------------------------- Chief Executive Officer COUNTERSIGNEDATTEST: Continental Stock Transfer ---------------------------------- Secretary Countersigned: AMERICAN STOCK TRANSFER & Trust Company TRUST COMPANY, as Rights Agent By: ------------------------------- Name: ----------------------------- Its: Its: --Form of Reverse Side of Rights Certificate-- ----------------------------- FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer transfers unto __________________ ____________________________________________________ (Please print name and address of transferee) _____________ Rights represented by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: -------------------------- -------------------------------- Signature Signature Guaranteed* --------------------------------------- *: Signatures must be guaranteed by a participant bank, trust company, broker, dealer or other eligible institution participating in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Programa recognized signature guarantee medallion program. --Form of Reverse Side of Rights Certificate-- (continuedTo be completed) 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 on the face of this Rights 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 undersigned hereby certifies that the Rights evidenced by this Rights Right Certificate are ________ [or] are not ________ beneficially owned by, were [or] were not ________ acquired by the undersigned from, and are ________ [or] are not ________ being assigned to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). (Please Xxxx with an X as appropriate) -------------------------------- 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) To Quanta Services, Inc. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Right Certificate to purchase the shares of Series B Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such Assignment shares of Series B Preferred Stock (or Election to Purchase will such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, all the Rights will be evidenced by and trade with the certificates this Right Certificate, a new Right Certificate for the Common Sharesbalance 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 Guaranteed: Signature must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. After the Distribution Date, if any, the Company will cause rights certificates to (To be delivered to the Company's shareholders and completed) The undersigned certifies that the Rights will become transferable apart from evidenced by this Right Certificate are ________ [or] are not ________ beneficially owned by, and were _____ [or] were not ________ acquired by the Common Shares.undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). (Please Xxxx with an X as appropriate) ------------------------- Signature
Appears in 1 contract
WITNESS. the facsimile signature due execution hereof as a document under seal, as of the proper officers of the Company and its corporate seal, if anydate first written above. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: /s/ Xxxxx Xxxxxx X. Xxxxxxx ItsName: President and Chief Executive Officer COUNTERSIGNEDXxxxx Xxxxxx Title: Continental Stock Transfer & Trust Company BySVP 238310488 v3 TO: ItsPNC BANK, NATIONAL ASSOCIATION Date: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns FROM: XXXX INNOVATIONS INCORPORATED The undersigned authorized officer of Xxxx Innovations Incorporated (the “Borrower”) certifies that under the terms and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books conditions of the within-named CompanyLoan Agreement between Borrower and Bank (the “Agreement”), with full power of substitution. The undersigned hereby certifies that (1) Obligors are in complete compliance for the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ___period ending _________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Securities Transfer Agent Medallion ProgramAgreement are true and correct in all material respects on this date except as noted below: provided, the Stock Exchanges Medallion Program or the New York Stock Exchangefurther, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or that such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining material respects as of such Rights shall be registered in date, (4) Each Obligor, has timely filed all required tax returns and reports, and each Obligor has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by any Obligor except as otherwise permitted pursuant to the name terms of and delivered to: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) Section 5.9 of the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (25) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from no Liens have been levied or claims made against any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights Certificate in every particular, without alteration or enlargement Obligor 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to belowits Subsidiaries, if any, relating to unpaid employee payroll or benefits of which such Obligor has not previously provided written notification to Bank. Attached are the Rights will be evidenced by and trade required documents supporting the certification. The undersigned certifies that these are prepared in accordance with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered GAAP consistently applied from one period to the Company's shareholders next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that any Obligor is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the Rights will become transferable apart from date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the Common Sharesmeanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column.
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of __________________ ATTEST: ANALOG DEVICES, INC. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- ______________________________ By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer :____________________________ Secretary Title:_________________________ COUNTERSIGNED: Continental Stock Transfer & Trust Company BANKBOSTON N.A. By: Its: Its: --Form :___________________________ Authorized Signature Front Side of Rights Certificate 4 55 [Form of Reverse Side of Rights Certificate-- Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________ ____________________ hereby sells, assigns and transfer transfers unto _____________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ as attorneyAttorney, to transfer this the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________ ______________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by, or being soldassigned to, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred pursuant to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20__ ______________________________ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of : Reverse Side of Rights Certificate-- (continued) Certificate 56 NOTICE The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. Reverse Side of Rights Certificate 57 FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: FIRST MONTAUK FINANCIAL CORP. BankBoston N.A. The undersigned hereby irrevocably elects to exercise ___________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the 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) Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares shares be issued in the name ofof and delivered to: Please insert social security or other identifying number: number ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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) ________________________________________________________________________________ Dated: ______________ ______________________________ Signature Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of : Reverse Side of Rights Certificate-- Certificate 58 Certificate The undersigned hereby certifies by checking the appropriate boxes that:
(continued1) 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 on the face of this Rights 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 Rights Certificate to be [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in pursuant to the Rights Agreement);
(2) after due inquiry and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007the best knowledge of the undersigned, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, undersigned [ ] did [ ] did not acquire the Rights will be evidenced by and trade with the certificates for the Common Sharesthis Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate thereof. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Dated: _______________ ______________________________ Signature Signature Guaranteed:
Appears in 1 contract
WITNESS. Signature ------------------------------------- Name (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Identifying Number or Title Date Brief Description ----- ---- --------------------- ___ No inventions or improvements ___ Additional Sheets Attached Signature of Employee: ------------------------------ Print Name of Employee: ----------------------------- Date: ----------------------------------------------- EXHIBIT B LIMELIGHT NETWORKS, INC. TERMINATION CERTIFICATION This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Limelight Networks, Inc., its subsidiaries, affiliates, successors or assigns (together, the facsimile signature "COMPANY"). I further certify that I have complied with all the terms of the proper officers Company's At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement, I will preserve as confidential all Company Confidential Information and Associated Third Party Confidential Information including trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company and or any of its corporate sealemployees, if anyclients, consultants or licensees. Dated as I also agree that for twelve (12) months from this date, I will not either directly or indirectly solicit, induce, recruit or encourage any of the Company's employees to leave their employment, or to enter into an employment, consulting, contractor, or other relationship with any other person, firm, business entity, or organization (including with myself). ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To After leaving the Company's employment, I will be executed employed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 position 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ . ---------------------------------------- Signature Guaranteed* --------------------------------------- *Signatures of employee ---------------------------------------- Print name ---------------------------------------- Date Address for Notifications: ---------------------------------------- EXHIBIT C LIMELIGHT NETWORKS, INC. CONFLICT OF INTEREST GUIDELINES It is the policy of Limelight Networks, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees and independent contractors must avoid activities which are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations which must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Programavoided. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, Any exceptions must conform be reported to the name as President and written on the face of this Rights 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 Rights Certificate to approval for continuation must 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Sharesobtained.
Appears in 1 contract
Samples: At Will Employment Agreement (Limelight Networks, Inc.)
WITNESS. In accordance with the facsimile signature requirements of Arizona Revised Statutes Section 14-5506 and other applicable law, the undersigned has executed this Lease for the purpose of witnessing the grant of the proper officers powers of attorney by Lessee to Lessor. STATE OF ARIZONA ] ] SS. COUNTY OF MARICOPA ] The foregoing instrument was acknowledged before me on March ____, 2001 by Xxxxx Xxxxxxxx, Vice President, Assistant Secretary and Assistant Treasurer of Circus Equity I, LLC, a Delaware limited liability company, member of Circus Property II, LLC, a Delaware limited liability company, on behalf of the Company and its corporate seallimited liability company. Notary Public My Commission Expires: STATE OF ARIZONA ] ] SS. COUNTY OF MARICOPA ] The foregoing instrument was acknowledged before me on March ___, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: 2001 by Xxxxxx X. Xxxxxxx Its: XxXxxxx, President and Chief Executive Officer COUNTERSIGNEDof Piccadilly Cafeterias, Inc., a Louisiana corporation, on behalf of the corporation. Notary Public My Commission Expires: Continental Stock Transfer & Trust Company ByExpiration Date: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ___________________ TO: ___________________ No.: ___________________ _________________ (the "Bank") hereby issues, for the account of Piccadilly Cafeterias, Inc., our Irrevocable Letter of Credit in the maximum principal amount of $___ hereby sells, assigns and transfer unto __________________ available to you by your draft drawn on the Bank in accordance with the terms of this Irrevocable Letter of Credit. We hereby authorize you to draw on us in one or more draws up to the total amount of $_________________ U.S. Dollars available by your draft(s) in the form attached as Exhibit "A", with appropriate insertions, presented at the address appearing above, at any time on or before our close of business on the expiration date appearing above, in the manner herein provided, accompanied by your executed Certificate(s) in the form attached as Exhibit "B", with appropriate insertions. Payments made under this Irrevocable Letter of Credit will be made on the business day following presentation of the draft and the accompanying certificate in same-day wire transfer funds. This Irrevocable Letter of Credit is transferable and assignable in its entirety (but not in part). This Irrevocable Letter of Credit upon any such transfer and assignment may be successively transferred and assigned. Transfer of the right to draw under this Irrevocable Letter of Credit to such transferee shall be effected by the presentation to the Bank of this Irrevocable Letter of Credit accompanied by a certificate substantially in the form attached hereto as Exhibit "C". Upon your presentation and surrender of this Irrevocable Letter of Credit, the Bank shall forthwith issue an Irrevocable Letter of Credit to your successor with provisions consistent with this Irrevocable Letter of Credit. To the extent consistent with the express provisions hereof, this Irrevocable Letter of Credit shall be governed by the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce Publication No. 500 ("UCP") and to the extent consistent with the UCP and the express provisions hereof, the laws of the State of __________. This Irrevocable Letter of Credit, including the Exhibits hereto, sets forth in full the terms of our undertaking. Reference in this Irrevocable Letter of Credit to other documents or instruments is for identification purposes only, and such reference shall not modify or affect the terms hereof or cause such documents or instruments to be deemed incorporated herein. We hereby agree that a draft drawn under and in compliance with this Irrevocable Letter of Credit shall be duly honored upon presentation. Issued and dated this ____ day of ______________, 20__. BANK: ______________________________ By:____________________________ Printed Name:____________________ Its:_____________________________ TO: [name and address of Bank] Pay to the order of _____________________________, a ______________________, ___________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint $_________), drawn under Irrevocable Letter of Credit No. ___________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: dated ___________________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by , in favor of ____________________________, a participant in the Securities Transfer Agent Medallion Program______________________. ______________________________, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: a ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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: By:____________________________ -------------------------------------------------------------------------------- (Please print Printed Name:____________________ Its:_____________________________ TO: [name and address) address of Bank] RE: Irrevocable Letter of Credit No._____________________ The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: a duly authorized officer of _____________________________, 20a ___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program("Holder"), hereby certifies to (Bank) , the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Programissuing bank under Irrevocable Letter of Credit No. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors ___________________ (the "Board Existing Letter of DirectorsCredit") issued in favor of First Transfer of Montauk Financial Corp. Holder, that an event described in clauses (the "Company"i) authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right or (a "Right"ii) for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.below has occurred:
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of ____________ __, ____. ------------------ FIRST MONTAUK FINANCIAL CORP[SEAL] Attest: MAXICARE HEALTH PLANS, INC. ----------------------------------- ByBy By Name: Xxxxxx Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxx ItsTitle: President and Secretary Title: Chief Executive Officer COUNTERSIGNEDCountersigned: Continental Stock Transfer AMERICAN STOCK TRANSFER & Trust Company ByTRUST COMPANY By ______________________________ Authorized Signatory Name: ItsTitle: Its: --Form Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR FOR, VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto ___________________ hereby sells, assigns and transfer unto __________________ _______________________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: _______________ __, ____ _____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of the Medallion Signature Guarantee Program. ---------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), ) and (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY -- continued FORM OF RIGHTS ELECTION TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, (To be executed by the Board of Directors (registered holder if such holder desires to exercise Rights represented by the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesRight Certificate.)
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of _____________, ____. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- Javo Beverage Company, Inc., a Delaware corporation By: Xxxxxx __________________________________ Name: Xxxx X. Xxxxxxx ItsTitle: President and Chief Executive Officer COUNTERSIGNEDATTEST: Continental Stock Transfer & Trust Company By: Its__________________________________ Name: ItsXxxxxxx X. Xxxxxxxx Title: --Form of Reverse Side of General Counsel and Secretary Countersigned: Corporate Stock Transfer, Inc. as Rights Certificate-- Agent By: __________________________________ Name: Title: FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer unto __________________ ___________________ hereby sells, assigns and transfers unto__________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorneyAttorney, to transfer this the within Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Signature Guaranteed* --------------------------------------- *Signatures must : The signature(s) should be guaranteed by a participant an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in the an approved signature guarantee medallion program) pursuant to Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Programand Exchange Commission Rule 17Ad-15. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY FORM OF REVERSE SIDE OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, CERTIFICATE-- continued CERTIFICATE ----------- The undersigned hereby certifies by checking the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.appropriate boxes that:
Appears in 1 contract
Samples: Shareholder Rights Plan (La Jolla Fresh Squeezed Coffee Co Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- ByName: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ___________________________ Title: ___________________________ hereby sells, assigns and transfer unto Date: ____________________________ Commonwealth of Massachusetts Date: ___________________ COUNTY OF _______________ Invoice No.: ___________________ OWNER: __________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature CONTRACTOR: __________________________________________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in PROJECT: __________________________________________________________________ 1. Original Contract Amount: $ __________________________________ 2. Approved Change Orders: $ __________________________________ 3. Adjusted Contract Amount: $ __________________________________ 4. Sums Paid on Account of Contract Amount: $ __________________________________ 5. Less Final Payment Due: $ __________________________________ The undersigned being duly sworn hereby attests that when the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, Final Payment Due as the case may be, must conform to the name as written on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above is paid in full by Owner, such payment shall constitute payment in full for all labor, materials, equipment and work in place furnished by the undersigned in connection with the aforesaid contract and that no further payment is or will be due to the undersigned. The undersigned hereby attests that it has satisfied all claims against it for items, including by way of illustration but not by way of limitation, items of: labor, materials, insurance, taxes, union benefits, equipment, etc. employed in the Form prosecution of Assignment the work of said contract, and acknowledges that satisfaction of such claims serves as an inducement for the Owner to release the Final Payment Due. The undersigned xxxxxx agrees to indemnify and hold harmless the Owner from and against all claims arising in connection with its Contract with respect to claims for the furnishing of labor, materials and equipment by others. Said indemnification and hold harmless shall include the reimbursement of all actual attorney’s fees and all costs and expenses of every nature, and shall be to the fullest extent permitted by law. The undersigned hereby irrevocably waives and releases any and all liens and right of lien on such real property and other property of the Owner for labor or materials, or both labor and materials, or rental equipment, appliances or tools, performed or furnished by the Form undersigned, and anyone claiming by, through, or under the undersigned, in connection with the Project. The undersigned hereby releases, remises and discharges the Owner, any agent of Election to Purchasethe Owner and their respective predecessors, as successors, assigns, employees, officers, shareholders, directors, and principals, whether disclosed or undisclosed (collectively “Releasees”) from and against any and all claims, losses, damages, actions and causes of action (collectively “Claims”) which the case undersigned and anyone claiming by, through or under the undersigned has or may behave against the Releasees, is not completedincluding, without limitation, any claims arising in connection with the Company Contract and the Rights Agent will deem work performed thereunder. Notwithstanding anything to the beneficial owner contrary herein, payment to the undersigned of the Rights evidenced Final Payment Due sum as set forth above, shall not constitute a waiver by this Rights 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 Owner of any of its rights under the contract including by way of illustration but not by way of limitation guarantees and/or warranties. Payment will not be honoredmade until a signed waiver is returned to Owner. EXHIBIT C FIRST MONTAUK FINANCIAL CORPThe undersigned individual represents and warrants that he/she is the duly authorized representative of the undersigned, empowered and authorized to execute and deliver this document on behalf of the undersigned. SHAREHOLDER RIGHTS PLAN SUMMARY Signed under the penalties of perjury as of this ___ day of ________________, _____. __________________________ Corporation [Exhibit J] By: ______________________________ Name: ______________________________ Title: ______________________________ Hereunto duly authorized COMMONWEALTH OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and MASSACHUSETTS COUNTY OF SUFFOLK On August 8this ___ day of __________, 200720___, before me, the Board undersigned notary public, personally appeared _____________________________, proved to me through satisfactory evidence of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stockidentification, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered the person whose name is signed on the preceding or attached document, and acknowledged to the Company's shareholders and the Rights will become transferable apart from the Common Shares.me that he/she signed it as ______________ for ______________, a corporation/partnership voluntarily for its stated purpose. _______________________________ NOTARY PUBLIC My Commission Expires:
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated: ____________________. [SEAL] ATTEST: ADVANTICA RESTAURANT GROUP, if anyINC. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED :_____________________________ By:_____________________________ Name: Name: Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER & 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 the Right Certificate.) FOR VALUE RECEIVED_________________ hereby sells, assigns and transfer transfers unto ________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: , ------------------------------------ Signature Signature Guaranteed: -------------------------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Right Agreement), ) and (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ ------------------------------------ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form - 1 - Form of Reverse Side of Rights Certificate-- (continued) Right Certificate -- continued -------------------------------------------------------------------------------- FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Rights Right Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement.), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its---------------------------------- -------------------------------- Name: President and Chief Executive Officer COUNTERSIGNED---------------------------------- ------------------------------ Title: Continental Stock Transfer & Trust Company By: Its: Its: --Form ----------------------------- EXHIBIT F-2 Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT Note Promissory Note (To be executed by the registered holder if such holder desires to transfer the Rights CertificateSwing Line Loan) FOR VALUE RECEIVED ____________$______________ ___________________ hereby sells, assigns and transfer unto __________________ ______ __, 199_ FOR VALUE RECEIVED, DELTA BEVERAGE GROUP, INC., a Delaware corporation having its principal place of business located in Memphis, Tennessee (the "Borrower"), hereby promises to pay to the order of NATIONSBANK, N.A. ("NationsBank"), in its individual capacity, at the office of NationsBank located at One Independence Center, 15th Floor, 000 Xxxxx Xxxxx Xxxxxx, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as NationsBank may designate in writing) at the times set forth in the Credit Agreement dated as of December _____________________________________________ , 1996, among the Borrower, the financial institutions party thereto (Please print name collectively, the "Lenders") and address of transferee) this Rights CertificateNationsBank, together with as Agent (the "Agreement" -- all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on capitalized terms not otherwise defined herein shall have the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined respective meanings set forth in the Rights Agreement), in lawful money of the United States of America, in immediately available funds, the principal amount of TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS (2$2,500,000.00) or, if less than such principal amount, the aggregate unpaid principal amount of all Swing Line Loans made by NationsBank to the Borrower pursuant to the Agreement on the Revolving Credit Termination Date and to pay interest from the date hereof on the unpaid principal amount thereof, in like money, at said office, on the dates and at the rates provided in ARTICLE II of the Agreement. All or any portion of the principal amount of Swing Line Loans may be prepaid or required to be prepaid as provided in the Agreement. If payment of all sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount and accrued but unpaid interest shall bear interest which shall be payable on demand at the rates per annum set forth in the proviso to SECTION 2.2 (A) of the Agreement. Further, in the event of such acceleration, this Rights Certificate is not being soldNote shall become immediately due and payable, assigned without presentment, demand, protest or transferred to or on behalf notice of any such Acquiring Personkind, Affiliate or Associate, and (3) after inquiry and to the best knowledge all of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms which are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented hereby waived by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoeverBorrower. 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 any amount evidenced by this Rights Certificate Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees, and interest due hereunder thereon at the rates set forth above. Interest hereunder shall be computed as provided in the Agreement. This Note is the Note evidencing the Swing Line Loans referred to in the Agreement and is issued pursuant to and entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Swing Line Loans evidenced hereby were or are made and are to be an Acquiring Person repaid. This Note is subject to certain restrictions on transfer or an Affiliate or Associate thereof (assignment as defined provided in the Rights Agreement) . All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and such Assignment execution issues against any other of them and returned satisfied or Election to Purchase will not until it can be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, shown that the Board of Directors (maker or any other party hereto had no property available for the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, satisfaction of the Company (the "Common Shares") to shareholders debt evidenced by this instrument, or until any other proceedings can be had against any of record on August 8them, 2007. Prior to the Distribution Date referred to belowalso their right, if any, to require the Rights will be evidenced holder hereof to hold as security for this Note any collateral deposited by and trade with the certificates for the Common Sharesany of said Persons as security. After the Distribution DateProtest, if anynotice of protest, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Sharesnotice of dishonor, diligence or any other formality are hereby waived by all parties bound hereon.
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated: ____________________ ATTEST: ADVANCED PHOTONIX, if anyINC. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________________ By:_______________________________ Secretary President Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By:______________________________ Authorized Officer Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered hold if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfer transfers unto __________________ _______________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, therein and does hereby irrevocably constitute and appoint ____________________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named name Company, with full power of and substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________________, 20__ ____________________________________ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed : ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by a participant this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature ProgramRights Agreement). --Form Form of Reverse Side of Rights Certificate-- (continued) Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) ToTO: FIRST MONTAUK FINANCIAL CORPADVANCED PHOTONIX, INC. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) ____________________ Rights represented by this Rights 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) -------------------------------------------------------------------------------- number ------------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). number ------------------------------------------------------------------------------ Dated: ______________, 20___ Signature : _____________________________, 2___ ----------------------------------- Signature Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.:
Appears in 1 contract
WITNESS. EXHIBIT A FORM OF SUBSCRIPTION (to be signed only on exercise of Warrant) TO: SIVAULT SYSTEMS, INC. The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the proper officers Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________________________________________ whose address is ___________________ hereby sells, assigns and transfer unto ____________________________________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 . The undersigned represents and address) -------------------------------------------------------------------------------- If such number warrants that all offers and sales by the undersigned of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for securities issuable upon exercise of the balance remaining of such Rights within Warrant shall be registered in made pursuant to registration of the name Common Stock under the Securities Act of and delivered to: Please insert social security 1933, as amended (the "Securities Act"), or other identifying number: pursuant to an exemption from registration under the Securities Act. Dated:___________________ _________________________________________ -------------------------------------------------------------------------------- (Please print Signature must conform to name and address) The undersigned hereby certifies that (1) of holder as specified on the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge face of the undersignedWarrant) _________________________________________ _________________________________________ (Address) EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned did not acquire hereby sells, assigns, and transfers unto the Rights evidenced person(s) named below under the heading "Transferees" the right represented by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as the within Warrant to purchase the percentage and number of shares of Common Stock of SIVAULT SYSTEMS, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such terms are defined person(s) and appoints each such person Attorney to transfer its respective right on the books of SIVAULT SYSTEMS, INC. with full power of substitution in the Rights Agreement)premises. --------------------- -------------------------- --------------------------- Transferees Percentage Transferred Number Transferred --------------------- -------------------------- --------------------------- --------------------- -------------------------- --------------------------- --------------------- -------------------------- --------------------------- --------------------- -------------------------- --------------------------- Dated: ______________, 20___________ _________________________________________ (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: ____________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- ________________________________________ (continuedName) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.address)
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- EXHIBIT A FORM OF ASSIGNMENT SUBSCRIPTION (To be executed signed only on exercise of Warrant) TO: Advanced Optics Electronics, Inc. The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the registered holder if maximum number of shares of Common Stock covered by such holder desires Warrant pursuant to transfer the Rights Certificate) FOR VALUE RECEIVED cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ______________ whose address is __________________________ ___________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or pursuant to an exemption from registration under the Securities Act. Dated: -------------------------- -------------------------------------------- (Signature must conform to name of Holder as specified on the face of the Warrant) ------------------------------------- (Address) EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest thereinassigns, and does hereby irrevocably constitute transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and appoint _____________ as attorneynumber of shares of Common Stock of Advanced Optics Electronics, Inc. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer this Rights Certificate its respective right on the books of the within-named CompanyAdvanced Optics Electronics, Inc. with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined substitution in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)premises. Percentage Number Transferees Transferred Transferred ----------- ----------- ----------- Dated: ____________, 20___ ---------------- ------- -------------------------------------------- (Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of Holder as written specified on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above warrant) Signed 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof presence of: ------------------------------- ------------------------------ (as defined in the Rights AgreementName) and such Assignment or Election to Purchase will not be honored. (address) ------------------------------ ACCEPTED AND AGREED: (address) [TRANSFEREE] ------------------------------- (Name) EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY E SCHEDULE OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.OPTION HOLDERS Leslxx Xxxxxx 2/6/1999 2,000,000 Leslxx Xxxxxx 1/27/2000 1,000,000 Leslxx Xxxxxx 6/7/2000 900,000 Haroxx Xxxxxx 1/5/1999 150,000 Haroxx Xxxxxx 1/27/2000 75,000 Michxxx Xxxx 1/5/1999 300,000 Michxxx Xxxx 1/27/2000 150,000 Michxxx Xxxx 6/7/2000 125,000 John Xxxxxxx 6/28/1999 300,000 John Xxxxxxx 1/27/2000 300,000 John Xxxxxxx 6/7/2000 150,000 Gartx Xxxxxx 10/11/1999 100,000 Stepxxx Xxxxx 10/11/1999 75,000 Michxxx Xxxxxx 10/11/1999 75,000 Chrixxxxxxx Xxxxxx 10/11/1999 50,000 Gary Xxxxxxx 4/17/2000 75,000 5,825,000 EXHIBIT F
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Advanced Optics Electronics Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of _______ __, ____. ------------------ FIRST MONTAUK FINANCIAL CORPTHE MONY GROUP INC. ----------------------------------- By:_______________________ Name: Xxxxxx X. Xxxxxxx ItsTitle: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company FIRST CHICAGO TRUST COMPANY OF NEW YORK By_______________________________ Name: ItsTitle: Its: --Form A-3 34 [Form of Reverse Side of Rights Certificate-- Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ ___________________________ hereby sells, assigns and transfer unto transfers unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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: Signature _________________________ -------------------------------------------------------------------------------- (Please print name and address) 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 (1) the Rights evidenced by this Rights Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after . After due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is were not acquired or was beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)thereof. Dated: ______________, 20___ Signature : ____:____________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE _________________________ The signature in to the Form of foregoing Assignment or Form of Election to Purchase, as the case may be, and Certificate must conform correspond to the name as written on upon the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.
Appears in 1 contract
Samples: Rights Agreement (Mony Group Inc)
WITNESS. Exhibit A FORM OF SUBSCRIPTION (to be signed only on exercise of Warrant) TO: ISECURETRAC, CORP. The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the proper officers Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________________________________________ whose address is ___________________ hereby sells, assigns and transfer unto _______________________________ __________________________________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from registration under the Securities Act. Dated: ------------------------ ---------------------------------- (Signature must conform to name of holder as specified on the face of the Warrant) --------------------------------- --------------------------------- (Address) 62 Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of ISECURETRAC, CORP. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of ISECURETRAC, CORP. with full power of substitution in the premises. -------------------- ----------------------- ----------------------- Transferees Percentage Transferred Number Transferred -------------------- ----------------------- ----------------------- -------------------- ----------------------- ----------------------- -------------------- ----------------------- ----------------------- -------------------- ----------------------- ----------------------- -------------------- ----------------------- ----------------------- -------------------- ----------------------- ----------------------- -------------------- ----------------------- ----------------------- Dated: , ----------- --------- ---------------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: ------------------------------- --------------------------------------- (Name) --------------------------------------- (address) ACCEPTED AND AGREED: [TRANSFEREE] --------------------------------------- --------------------------------------- (address) ------------------------------- (Name) Schedule 11.1 - Other Securities to be Registered The Company intends to register 19,848,640 shares of common stock underlying the warrants identified in Schedule 5(d); the 1,528,963 shares of common stock issued to Sxxxxxxxx Financial Communications, Inc, as described in Schedule 5(d); the 2,631,579 shares of common stock underlying the Notes and accrued interest of Micro Capital Fund, LP, as described in Schedule 5(d); and, the 4,423,077 shares of common stock exchanged with the former Tracking Systems Corporation shareholders as described in Schedule 5(d). In addition, the Company intends to register such stock as necessary to raise such equity capital as the aggregate amount of the Notes are short a total of $2,500,000. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ISECURETRAC, CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase ___________ shares of Common Stock of iSECUREtrac, Corp. (Please print name and address of transfereesubject to adjustment as provided herein) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the withinCOMMON STOCK PURCHASE WARRANT (finder) No. 2004-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). DatedF-MAY-001 Issue Date: _________May ___, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by 2004 iSECURETRAC, CORP., a participant in corporation organized under the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities laws of the Company or State of any other person which may be issuable upon Delaware (the exercise of the Rights) Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates "Company"), hereby certifies that, for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: value received, ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program____________________, the Stock Exchanges Medallion Program Fax: _____________, or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors its assigns (the "Board Holder"), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the fifth anniversary of Directors") of First Transfer of Montauk Financial Corp. the Issue Date (the "CompanyExpiration Date") authorized ), up to __________ fully paid and nonassessable shares of the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, stock of the Company (the "Common SharesStock") ), $.001 par value per share at a per share purchase price of $_____. The aforedescribed purchase price per share, as adjusted from time to shareholders of record on August 8time as herein provided, 2007. Prior to the Distribution Date is referred to belowherein as the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price without the consent of the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the "Subscription Agreement"), if anydated May ___, the Rights will be evidenced 2004, entered into by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to and the Subscribers of the Company's shareholders Common Stock and Warrants. As used herein the Rights will become transferable apart from following terms, unless the Common Shares.context otherwise requires, have the following respective meanings:
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of __________, _____. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By[SEAL] ATTEST: Xxxxxx X. Xxxxxxx ItsRAYCHEM CORPORATION By By ----------------------------- ------------------------------- Name Name ----------------------------- ------------------------------- Title Title ----------------------------- ------------------------------- Countersigned: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form [ ] By ----------------------------- Name ----------------------------- Title ----------------------------- 55 Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED RECEIVED______________________________________________________ hereby sells, assigns and transfers unto___________________ hereby sells, assigns and transfer unto ______________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ as attorneyAttorney-in-Fact, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated:__________, _____ -------------------------------------------- Signature Signature Guaranteed: ------------------------------ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated-------------------------------------------- Signature 56 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 exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights Right Certificate to purchase the shares of Preferred Shares Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Shares Stock, shares of Common Stock or other securities be issued in the name of: Please insert social security number or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ ________________________________________________________________________________ (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 number or other identifying number_____________________________________________________ ________________________________________________________________________________ (Please print name and address) Dated: __________, _____ -------------------------------------------- Signature Signature Guaranteed* --------------------------------------- *: ------------------------------ Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof ("Eligible Guarantor Institution" as defined in the Rights AgreementRule 17Ad-15 (or any successor rule or regulation) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior promulgated pursuant to the Distribution Date referred to belowSecurities Exchange Act of 1934, if anyas amended (this term means, the Rights will be evidenced by in general, banks, stock brokers, savings and trade loan associations, and credit unions, in each case with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Sharesmembership in an approved signature guarantee medallion program).
Appears in 1 contract
Samples: Rights Agreement (Raychem Corp)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of _________ __, 201_. ------------------ FIRST MONTAUK FINANCIAL CORPQCR HOLDINGS, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its[Title] ATTEST: President and Chief Executive Officer COUNTERSIGNED[Title] Countersigned: Continental Stock Transfer QUAD CITY BANK & Trust Company By: Its: Its: --Form of Reverse Side of TRUST, as Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) Agent By [Title] FOR VALUE RECEIVED __________________________ ____________hereby sells, assigns and transfers unto _______ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) Rights represented by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ as attorneyAttorney, to transfer this said Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ____:____________________________ Signature Signature Medallion Guaranteed* --------------------------------------- *: Signatures must be guaranteed by a participant an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form Exchange Act of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase1934, as the case may be, must conform to the name as written on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoeveramended. 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 undersigned hereby certifies that the Rights evidenced by this Rights Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being assigned to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature To QCR Holdings, Inc.: 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 Assignment shares of Preferred Stock (or Election to Purchase will such other securities) be issued in the name of: If such number of Rights shall not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, all the Rights will be evidenced by and trade with the certificates this Right Certificate, a new Right Certificate for the Common Sharesbalance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number Dated:________________________ Signature Signature Medallion Guaranteed: Signature must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934 as amended. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and The undersigned certifies that the Rights will become transferable apart from evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the Common Shares.undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Amended Rights Agreement). Signature
Appears in 1 contract
Samples: Rights Agreement (QCR Holdings Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated: , if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- ATTEST: THE QUIGLEY CORPORATION By_____________________________ Countersigned: Xxxxxx X. Xxxxxxx Its: President and Chief Executive AMERICAN STOCK TRANSFER & TRUST COMPANY By____________________________________ Authorized Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form A-3 Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer unto transfers unto________________________________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 addressaddress of transferee) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate for on the balance remaining books of such Rights shall be registered in the name within-named Company, with full power of and delivered to: Please insert social security or other identifying numbersubstitution. Dated: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Signature Guaranteed* --------------------------------------- *: Signatures must be guaranteed by an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature ProgramExchange Act of 1934. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 undersigned hereby certifies that the Rights evidenced by this Rights Right Certificate to be 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 Rights represented by the Right Certificate.) To: THE QUIGLEY CORPORATION The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Assignment Common Shares be issued in the name of: Please insert social security or Election to Purchase will other identifying number (Please print name and address) If such number of Rights shall not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution 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 On August 8delivered to: Please insert social security or other identifying number (Please print name and address) Dated: , 2007, the Board Signature Form of Directors (the "Board Reverse Side of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation Right Certificate -- continued Signature Guaranteed: Signatures must be guaranteed by a member firm of a Rights; Rights Shareholder Rights Plan and declared registered national securities exchange, a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, member of the Company (National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the "Common Shares") to shareholders of record on August 8, 2007United States. Prior to the Distribution Date referred to below, if any, -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights will become transferable apart from the Common SharesAgreement).
Appears in 1 contract
Samples: Rights Agreement (Quigley Corp)
WITNESS. Exhibit A FORM OF SUBSCRIPTION (to be signed only on exercise of Warrant) TO: DRAGON INTERNATIONAL GROUP CORP. The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the proper officers Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company and its corporate sealfull purchase price for such shares at the price per share provided for in such Warrant, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED which is $___________. Such payment takes the form of (check applicable box or boxes): ______ $__________ in lawful money of the United States; and/or _____________ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ hereby sells, assigns and transfer unto ___________shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or __________________ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ___________________________________ (Please print name and whose address is Number of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate Shares of Common Stock Beneficially Owned on the books date of exercise: Less than five percent (5%) of the within-named Company, with full power outstanding Common Stock of substitution. Dragon International Group Corp. The undersigned hereby certifies represents and warrants that (1) all offers and sales by the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge undersigned of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights Certificate within Warrant shall be made pursuant to purchase registration of the Preferred Shares issuable upon Common Stock under the exercise Securities Act of such Rights and requests that certificates for such Preferred Shares be issued in 1933, as amended (the name of: Please insert social security "Securities Act"), or other identifying number: _pursuant to an exemption from registration under the Securities Act. Dated:___________________ -------------------------------------------------------------------------------- ------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the Signature must conform to name of and delivered to: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) holder as specified on the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge face of the undersignedWarrant) (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned did not acquire hereby sells, assigns, and transfers unto the Rights evidenced person(s) named below under the heading "Transferees" the right represented by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as the within Warrant to purchase the percentage and number of shares of Common Stock of DRAGON INTERNATIONAL GROUP CORP. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such terms are defined person(s) and appoints each such person Attorney to transfer its respective right on the books of DRAGON INTERNATIONAL GROUP CORP. with full power of substitution in the Rights Agreement)premises. Transferees Percentage Transferred Number Transferred ---------------- ------------------------------- ------------------------------ ---------------- ------------------------------- ------------------------------ ---------------- ------------------------------- ------------------------------ Dated: ______________, 20___ Signature : ________________________________ -------------------------------------- (Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of holder as written specified on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above warrant) Signed 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof presence of: (as defined in the Rights AgreementName) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.address)
Appears in 1 contract
Samples: Warrant Agreement (Dragon International Group Corp.)
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated: ------------------- [SEAL] ATTEST: PROMOTIONS.COM, if anyINC. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its-------------------------- ------------------------------- Name: ItsName: --Form Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent By: --------------------------------- Authorized Officer Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ __RECEIVED_________________ hereby sells, assigns and transfer transfers unto __________________ ____________________________________________________ ----------------------------------------------------------- ---------------------------------------------------------------------- (Please print name and address of transferee) ---------------------------------------------------------------------- this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: ------------, ---- --------------------------------- Signature Signature Guaranteed: ------------------------------------------------------------------------------ The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Right Agreement), ) and (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ --------------------------------- Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form Form of Reverse Side of Rights Certificate-- (continued) Right Certificate -- continued ----------------------------------------------------------------------------- FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to exercise Rights represented by the Rights Right Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement.), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells. ATTEST: GARTNER, assigns and INC. By: By: ------------------------- ----------------------- Secretary President Countersigned: MELLON INVESTOR SERVICES LLC, as Rights Agent By: -------------------------- Its: ------------------------- Form of Reverse Side of Class A Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer unto __________________ ________________the Class A Rights Certificate) FOR VALUE RECEIVED ____________________________________ hereby sells, assigns and transfers unto ----------------------------------------------------------- (Please print name and address of transferee) ----------------------------------------------------------- ----------------------------------------------------------- ----------------------------------------------------------- this Class A Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ____________________ -------------------------------------------------------------------------------- Attorney, to transfer the within Class A Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , -------------- ----- ------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (Please print a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. Form of Reverse Side of Class A Rights Certificate -- continued NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name and address) -------------------------------------------------------------------------------- If such number as written upon the face of this Class A Rights shall not Certificate in every particular, without alteration or enlargement or any change whatsoever. Form of Reverse Side of Class A Rights Certificate -- continued FORM OF ELECTION TO PURCHASE (To be all executed if holder desires to exercise the Rights evidenced by this Class A Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to) To: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and irrevocably elects to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : _______exercise _________________________ Class A Rights represented by this Class A Rights Certificate to purchase the number of one-thousandths of a Preferred Share issuable upon the exercise of such Class A Rights and requests that certificates for such number of one-thousandths of a Preferred Share issued in the name of: Please insert social security or other identifying number: ------------------------------ ----------------------------------------------------------- (Please print name and address) ----------------------------------------------------------- ----------------------------------------------------------- If such number of Class A Rights shall not be all the Class A Rights evidenced by this Class A Rights Certificate, a new Class A Rights Certificate for the balance remaining of such Class A 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 an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form Exchange Act of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase1934, as amended. Guarantees by a notary public are not acceptable. CLASS A CERTIFICATE The undersigned hereby certifies by checking the case may be, must conform to the name as written on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Gartner Inc)
WITNESS. XXXX XXXXX National Media hereby guarantees the facsimile signature of the proper officers obligations of the Company to Executive hereunder and agrees, in the event the Company is unable to fulfill its corporate sealobligations to Executive pursuant to the terms hereof, if anyto make such payments and provide such benefits to Executive in accordance with the terms of this Agreement. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- ByATTEST: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __NATIONAL MEDIA CORPORATION ________________________ ___________________ hereby sells, assigns and transfer unto __________________ ________________By: ____________________________________ (Please print name and address of transfereeSEAL) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Name: Title: EXHIBIT G EXHIBIT G [FORM OF OPINION OF KHHB&E] _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature 1996 Positive Response Television, Inc. 00000 Xxxxxxx Xxxxxxxxx Xxxxx Xxxxx Xxxxxxx Xxxx, CA 91407 Gentlemen: Signature Guaranteed* --------------------------- *Signatures must be guaranteed We have acted as counsel to National Media Corporation, a Delaware corporation ("Parent"), and PRT Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), in connection with the transactions contemplated by a participant that certain Agreement and Plan of Merger and Reorganization, dated as of January 17, 1996 (the "Merger Agreement"), by and among Parent, Merger Sub and Positive Response Television, Inc. ("PRTV"). The opinion contained herein is being delivered to you pursuant to Section 6.03(e) of the Merger Agreement. All capitalized terms used herein which are not specifically defined herein are intended to have the meanings ascribed thereto in the Securities Transfer Agent Medallion ProgramMerger Agreement. In rendering our opinion, we have examined and relied upon the original or copies of the following documents: (i) the Certificates of Incorporation and the Bylaws, each as amended and/or restated, of Parent and Merger Sub; (ii) minutes and records of the corporate proceedings of Parent and Merger Sub with respect to the transactions contemplated by the Merger Agreement, including, but not limited to, the Stock Exchanges Medallion Program issuance and delivery of the Parent Common Stock; (iii) the executed Merger Agreement; (iv) the Registration Statement and Proxy Statement/Prospectus; (v) certificates of good standing, or their equivalent in a particular jurisdiction, of the New York Stock ExchangeSecretary of State or other comparable public official for each of Parent and Merger Sub; (vi) those material agreements (the "Material Agreements") of Parent listed as such in the Parent's Annual Report on Form 10-K for the fiscal year ended March 31, 1995 and in Parent's Quarterly Reports on Form 10-Q for the quarters ended June 30, 1995 and September 30, 1995; and (vii) such other documents as we have deemed necessary as a basis for the opinion hereinafter set forth. As to any facts material to our opinion, we have relied, to the extent we deem such reliance proper, upon representations and certificates of officers of each of Parent and Merger Sub. In addition, in rendering certain of the opinions expressed herein, we have relied exclusively, with your permission, upon that certain legal opinion of even date herewith of Xxxxxxxx X. Xxxxxxxx, Esquire, Vice President (Legal) and Corporate Secretary of Parent, a copy of which is attached hereto. Positive Response Television, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ____________________ -------------------------------------------------------------------------------- , 1996 In our examination of the foregoing documents, we have assumed: (Please print name i) the due authorization, execution and addressdelivery by all relevant parties, other than Parent and Merger Sub, of all agreements to which Parent and/or Merger Sub is a party including, but not limited to, the Merger Agreement; (ii) -------------------------------------------------------------------------------- If the legal capacity of all natural persons; (iii) the genuineness of all signatures; and (iv) the authenticity of all documents submitted to us as originals as well as the conformity to the originals of all documents submitted to us as photostatic copies. We have further assumed the existence and good standing of each entity that is a party to the documents examined by us (other than Parent and Merger Sub) under the laws of the jurisdiction of its formation or organization and the laws of the jurisdiction under which such number documents are governed and that the documents examined by us are in full force and effect and have not been amended, supplemented or otherwise modified, except where we are actually aware of Rights shall not be any such amendment, supplement or other modification. For purposes of this opinion letter, we have assumed that: (i) PRTV has all requisite power and authority under all applicable laws, regulations and governing documents to execute, deliver and perform its obligations under the Rights evidenced by this Rights CertificateMerger Agreement; (ii) PRTV has duly authorized, executed and delivered the Merger Agreement and all other agreements and documents referred to therein to which PRTV is a new Rights Certificate for party; (iii) PRTV is validly existing and in good standing in all necessary jurisdictions; (iv) the balance remaining Merger Agreement and all other agreements executed in connection therewith constitute the valid and binding obligation of each party thereto, other than Parent and Merger Sub, enforceable against each of such Rights shall be registered parties in the name of and delivered to: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- accordance with their respective terms; (Please print name and address) The undersigned hereby certifies that (1v) the Rights evidenced Merger Agreement and the transactions contemplated thereby have been duly approved in accordance with all applicable provisions of California Law by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), board of directors and the stockholders of PRTV; and (2vi) after inquiry there has been no material mutual mistake of fact or misunderstanding or fraud, duress or undue influence, in connection with the negotiation, execution or delivery of the Merger Agreement. Based upon the foregoing and subject to the best knowledge qualifications hereinafter set forth, we are of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.opinion that:
Appears in 1 contract
WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal, if any. Dated as of Dated: ------------------------------ CONVERTED ORGANICS INC. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its------------------------------------ Name: ---------------------------------- Title: President and Chief Executive Officer COUNTERSIGNEDAttest: Continental Stock Transfer & Trust Company -------------------------------- Secretary Countersigned: By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________--------------------------------- Authorized Officer EXHIBIT B VOID AFTER 5 P.M. EASTERN STANDARD TIME ON February 13, 2012 CLASS B WARRANTS TO PURCHASE COMMON STOCK WB_____ _________ Warrants CONVERTED ORGANICS INC. THIS CERTIFIES THAT ___________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ or registered assigns, is the registered holder of the number of Class B Warrants (Please print name "Warrants") set forth above. Subject to the terms of the Warrant Agreement, hereinafter more fully described (the "Warrant Agreement"), each Warrant entitles the holder thereof to purchase from Converted Organics Inc., a corporation incorporated under the laws of the State of Delaware (the "Company"), subject to the terms and address conditions set forth hereinafter and in the Warrant Agreement, at any time on or after March 15, 2007 and before the close of transfereebusiness on February 13, 2012 ("Expiration Date"), one fully paid and non-assessable share of Common Stock of the Company ("Common Stock") upon presentation and surrender of this Rights Warrant Certificate, together with all rightthe instructions for the registration and delivery of Common Stock filled in, title and interest thereinat the stock transfer office in Canton, Massachusetts, of Computershare Shareholder Services, Inc., and does hereby irrevocably constitute its wholly-owned subsidiary Computershare Trust Company, N.A., Warrant Agent of the Company ("Warrant Agent") or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and appoint _____________ upon payment of the Exercise Price (as attorneydefined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Warrant initially entitles the holder to purchase one share of Common Stock for $11.00. The number and kind of securities or other property for which the Warrants are exercisable are subject to adjustment in certain events, such as mergers, splits, stock dividends, splits and the like, to transfer this Rights Certificate prevent6. All Warrants not theretofore exercised will expire on the books Expiration Date. This Warrant Certificate is subject to all of the within-named Companyterms, with full power provisions and conditions of substitutionthe Warrant Agreement, dated as of February 16, 2007, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The undersigned hereby certifies that (1) Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Rights Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at Converted Organics Inc., 0X Xxxxxxxxxx Xxxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Chief Financial Officer. The Company shall not be required upon the exercise of the Warrants evidenced by this Rights Warrant Certificate are not being soldto issue fractions of Warrants, assigned Common Stock or transferred by or other securities, but shall make adjustment therefor in cash on behalf the basis of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (the current market value of any fractional interest as such terms are defined provided in the Rights Warrant Agreement). In certain cases, (2) this Rights Certificate the sale of securities by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use all commercially reasonable efforts to cause a registration statement to continue to be effective during the term of the Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. However, the Company will not be required to honor the exercise of Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be unlawful. In certain cases, the Company may, but is not being soldrequired to, assigned or transferred purchase Warrants submitted for exercise for a cash price equal to or on behalf the difference between the market price of the securities obtainable upon such exercise and the exercise price of such Warrants. If the Warrants would otherwise expire while not exercisable as a result of any such Acquiring Persondetermination by the Board of Directors, Affiliate their Expiration Date will be extended to a date 30 days after the Warrants once again become exercisable. This Warrant Certificate, with or Associatewithout other Certificates, and (3) after inquiry and upon surrender to the best knowledge Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the undersignedCompany, may be exchanged for another Warrant Certificate or Certificates evidencing in the undersigned did not acquire aggregate the Rights same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced by this Rights Warrant Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined shall be exercised in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Programpart, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such any other securities of the Company or of any other person which may at any time be issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of the Rights) Rights represented Warrants evidenced by this Rights Warrant Certificate to purchase are closed for any purpose, 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 Company shall not be all required to make delivery of certificates for shares purchasable upon such transfer until the Rights evidenced date of the reopening of said transfer books. Every holder of this Warrant Certificate by this Rights Certificateaccepting the same consents and agrees with the Company, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)Warrant Agent, and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights Certificate in with 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation other holder of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Warrant Certificate that:
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate sealEQUITIES CORPORATION ------------------------------ BY: /s/ [ILLEGIBLE] COUNTERSIGNED THIS 19TH DAY OF ------------------- DECEMBER, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By1996 Principal BY: Xxxxxx /s/ [ILLEGIBLE] INSURANCE COMPANY OF THE WEST --------------------- (NEVADA AGENT) /s/ DEBBXX X. Xxxxxxx ItsXXXXXX ---------------------------------- Sedgxxxx Xxxxx xx Nevada DEBBXX X. XXXXXX XXTORNEY-IN-FACT ------------------------ 8 EXHIBIT B PAGE 2 OF 2 INSURANCE COMPANY OF THE WEST HOME OFFICE: President and Chief Executive Officer COUNTERSIGNEDSAN DIEGO, CALIFORNIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM That INSURANCE COMPANY OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sellsTHE WEST, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificatea California Corporation, together with all right, title and interest therein, and does hereby irrevocably constitute appoint: DEBBXX X. XXXXXX xxs true and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the withinlawful Attorney(s)-in-named CompanyFact, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being soldand authority, assigned or transferred by or to execute, on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)Company, (2) this Rights Certificate is not being soldfidelity and surety bonds, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associateundertakings, and (3) after inquiry other contracts of suretyship of a similar nature. This Power of Attorney is granted and to is signed and sealed by facsimile under the best knowledge authority of the undersigned, the undersigned did not acquire the Rights evidenced following Resolution adopted by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (on the 22nd day of November, 1994, which said Resolution has not been amended or rescinded and of which the following is a true copy: "Board RESOLVED, that the Chairman of Directors") the Board, the President, an Executive Vice President or a Senior Vice President of First Transfer the Company, and each of Montauk Financial Corp. (them, is hereby authorized to execute Powers of Attorney qualifying the "attorney named in the given Power of Attorney to execute on behalf of the Company") authorized the implementation , fidelity and surety bonds, undertakings, or other contracts of suretyship of a Rightssimilar nature; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, to attach thereto the seal of the Company (Company; provided however, that the "Common Shares") to shareholders absence of record on August 8the seal shall not affect the validity of the instrument. FURTHER RESOLVED, 2007. Prior to that the Distribution Date referred to belowsignatures of such officers and the seal of the Company, if anyand the signatures of any witnesses, the Rights will be evidenced by signatures and trade with the certificates for the Common Shares. After the Distribution Dateseal of any notary, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from signatures of any officers certifying the Common Sharesvalidity of the Power of Attorney, may be affixed by facsimile."
Appears in 1 contract
Samples: Subdivision Improvement Agreement (Mego Financial Corp)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate sealRETAIL PRO, if anyINC. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its--------------------------- ------------------------------ Name: President and Chief Executive Officer COUNTERSIGNEDTitle: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- SIGNATURE PAGE TO COMMON STOCK PURCHASE WARRANT EXHIBIT A FORM OF ASSIGNMENT SUBSCRIPTION (To be executed by the registered holder if such holder desires to transfer the Rights CertificateBe Signed Only On Exercise Of Warrant) FOR VALUE RECEIVED _____To: Retail Pro, Inc. _____________________ _____________________ Attention: The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____) (the "WARRANT"), hereby sellsirrevocably elects to purchase (check applicable box): ____ ________ shares of the common stock covered by the Warrant; or ____ the maximum number of shares of common stock covered by the Warrant pursuant to the cashless exercise procedure set forth in Section 2 of the Warrant. The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in the Warrant, assigns which is $___________. Such payment takes the form of (check applicable box or boxes): ____ $__________ in lawful money of the United States; and/or ____ the cancellation of such portion of the Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ____ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2 of the Warrant, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2 of the Warrant. The undersigned requests that the certificates for such shares be issued in the name of, and transfer unto delivered to_________________________________________ whose address is_______________________________________________________________. The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "SECURITIES ACT") or pursuant to an exemption from registration under the Securities Act. Dated: ________________________ ____________________________________________________ (Please print Signature must conform to name and address of transfereeholder as specified on the face of the Warrant) this Rights CertificateAddress: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To Be Signed Only On Transfer Of Warrant) For value received, together with all rightthe undersigned hereby sells, title and interest thereinassigns, and does hereby irrevocably constitute transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and appoint _____________ as attorneynumber of shares of Common Stock of Retail Pro, Inc. into which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer this Rights Certificate its respective right on the books of the within-named CompanyRetail Pro, Inc. with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined substitution in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)premises. Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.PERCENTAGE NUMBER TRANSFEREES ADDRESS TRANSFERRED TRANSFERRED ----------- ------- ----------- -----------
Appears in 1 contract
WITNESS. By: /s/ Xxxxx Xxxxxxxx ---------------------- Name: Xxxxx Xxxxxxxx ---------------------- /s/ Witness Title: CEO ----------------- ---------------------- EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Options) TO: VOXX Corporation Attention: Chief Financial Officer The undersigned, pursuant to the facsimile signature provisions set forth in the attached Option (No. ____), hereby irrevocably elects to purchase (check applicable box): ________ ________ shares of the proper officers Common Stock covered by such Option. The undersigned herewith makes payment of the Company full Exercise Price for such shares at the price per share provided for in such Option, which is $___________. Such payment takes the form of lawful money of the United States. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED _______________________________________ ___________________ hereby sells, assigns and transfer unto __________________ whose address is ____________________________________________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Option shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (Please print the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated: ------------------------ ---------------------------------------------- (Signature must conform to name and address of transfereeHolder as specified on the face of the Option) this Rights CertificateAddress: ------------------------------------- ------------------------------------- EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To Be Signed Only On Transfer Of Option) For value received, together with all rightthe undersigned hereby sells, title and interest thereinassigns, and does hereby irrevocably constitute transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Option to purchase the percentage and appoint _____________ as attorneynumber of shares of Common Stock of VOXX CORPORATION into which the within Option relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer this Rights Certificate its respective right on the books of the within-named Company, VOXX CORPORATION with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined substitution in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Sharespremises.
Appears in 1 contract
Samples: Option Agreement (Epixtar Corp)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- Exhibit A FORM OF ASSIGNMENT SUBSCRIPTION (To be executed signed only on exercise of Warrant) TO: Digital Fusion, Inc. The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the registered holder if maximum number of shares of Common Stock covered by such holder desires Warrant pursuant to transfer the Rights Certificate) FOR VALUE RECEIVED cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ whose address is __________________________ ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name The undersigned represents and address of transferee) this Rights Certificate, together with warrants that all right, title offers and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on sales by the books undersigned of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rightswithin Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") Rights represented by this Rights Certificate or pursuant to purchase an exemption from registration under 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: _Securities Act. Dated:___________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of holder as written specified on the face of this Rights Certificate in every particularthe Warrant) ------------------------------------- (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, without alteration or enlargement or any change whatsoever. In the event undersigned hereby sells, assigns, and transfers unto the certification set forth above person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of Digital Fusion, Inc. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of Digital Fusion, Inc. with full power of substitution in the Form premises. ======================================== ===================================== ===================================== Transferees Percentage Number Transferred Transferred ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== ===================================== ===================================== Dated: , _____________________________________ ----------------- ---- (Signature must conform to name of Assignment or holder as specified on 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 face of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined warrant) Signed in the Rights Agreementpresence of: ------------------------------- ------------------------------------- (Name) and such Assignment or Election (address) ------------------------------------- ACCEPTED AND AGREED: (address) [TRANSFEREE] --------------------------------- (Name) EXHIBIT 4.4(10.4) ALLONGE TO CONVERTIBLE NOTE DATED JULY 26, 2002 Reference is hereby made to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8the Convertible Note dated July 26, 2007, the Board of Directors 2002 (the "Board of DirectorsNote") of First Transfer of Montauk Financial Corp. by and between Digital Fusion, Inc., a Delaware corporation (the "CompanyMaker") authorized the implementation of a Rights; Rights Shareholder Rights Plan ), with principal offices located at 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxx, Xxxxxxx 00000, and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stockLaurus Master Fund, no par value, of the Company Ltd. (the "Common SharesPayee") ), with principal offices at c/o Ironshore Corporate Services Ltd., X.X. Xxx 0000 G.T., Queensgate House, South Church Street Grand Cayman, Cayman Islands. Terms used herein and not otherwise defined herein shall have the meaning set forth in the Note. Maker and Payee hereby agree to shareholders of record on August 8, 2007. Prior to amend the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Note as follows:
Appears in 1 contract
Samples: Securities Purchase Agreement (Digital Fusion Inc/Nj/)
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of __________, _____. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By[SEAL] ATTEST: Xxxxxx X. Xxxxxxx ItsCALYPTE BIOMEDICAL CORPORATION By By ----------------------------- ------------------------------- Name Name --------------------------- ----------------------------- Title Title -------------------------- ---------------------------- Countersigned: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By ----------------------------- Name --------------------------- Title -------------------------- Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________________________ ______________________________ hereby sells, assigns and transfer transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ as attorneyAttorney-in-Fact, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated:__________, _____ __________________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of 1934, as amended (this term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ 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 exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in the name of: Please insert social security number 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 number or other identifying number __________________________________________________ ______________________________________________________________________________ (Please print name and address) Dated: __________, _____ ________________________________________ Signature Signature Guaranteed* --------------------------------------- *: ______________________________ Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof ("Eligible Guarantor Institution" as defined in the Rights AgreementRule 17Ad-15 (or any successor rule or regulation) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior promulgated pursuant to the Distribution Date referred to belowSecurities Exchange Act of 1934, if anyas amended (this term means, the Rights will be evidenced by in general, banks, stock brokers, savings and trade loan associations, and credit unions, in each case with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Sharesmembership in an approved signature guarantee medallion program).
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of _________ __, 20__. ------------------ FIRST MONTAUK FINANCIAL CORP___________________, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx ItsName: President and Chief Executive Officer COUNTERSIGNEDTitle: Continental Stock Transfer & Trust Company ByName: ItsTitle: ItsCountersigned: --Form of Reverse Side of [VSTOCK TRANSFER LLC], as Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) Agent By Name: Title: FOR VALUE RECEIVED __________________________ ____________hereby sells, assigns and transfers unto _______ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) Rights represented by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ____________________ -------------------------------------------------------------------------------- Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. (Please print To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature To: INNOVATIVE EYEWEAR, INC. The undersigned hereby irrevocably elects to exercise ________ Rights represented by this Right Certificate to purchase the shares of Common Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Common Stock (or such other securities) be issued in the name and address) -------------------------------------------------------------------------------- of: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 numbernumber Signature Signature Guaranteed: ____________________ -------------------------------------------------------------------------------- (Please print name and address) Signature must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)by, and (2) after inquiry and to the best knowledge of the undersigned, were not acquired by the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________from, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Signature
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal, if any. Dated as of _________, ____. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- ByATTEST: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED LOCTITE CORPORATION _____________________________ By __________________________ Name: Name: Title: Title: Countersigned: THE FIRST NATIONAL BANK OF BOSTON By __________________________ Authorized Signatory Name: Title: B-3 63 Form of the 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 transfers unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ as attorneyAttorney, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCorporation, 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 (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), ) and (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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: Signature ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : _____________________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in B-4 64 Form of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY -- continued FORM OF RIGHTS ELECTION TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, (To be executed by the Board of Directors (registered holder if such holder desires to exercise Rights represented by the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common SharesRight Certificate.)
Appears in 1 contract
Samples: Rights Agreement (Loctite Corp)
WITNESS. EXHIBIT A FORM OF SUBSCRIPTION (To Be Signed Only On Exercise Of Warrant) TO: Creative Vistas, Inc. Attention: Chief Financial Officer The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): _______ shares of the proper officers Common Stock covered by such Warrant; or the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company and its corporate sealfull Exercise Price for such shares at the price per share provided for in such Warrant, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED which is $________________. Such payment takes the form of (check applicable box or boxes): $__________ ____________in lawful money of the United States; and/or the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ hereby sells, assigns and transfer unto ___________shares of Common Stock (using a Fair Market Value of $_______ ______per share for purposes of this calculation); and/or the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ______________________________________________ (Please print name and whose address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint is _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be guaranteed by a participant in made pursuant to registration of the Common Stock under the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form Act of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase1933, as amended (the case may be, "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated: ------------------- ---------------------------------------------- (Signature must conform to the name of holder as written specified on the face of this Rights 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 Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights AgreementWarrant) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share CertificatesAddress: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.---------------------------------------------- ----------------------------------------------
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of June 1, 2007. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- EDEN BIOSCIENCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company Mellon Investor Services LLC as Rights Agent By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name hereby sells, assigns and address of transferee) transfer unto ______________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature GuaranteedGuarantee* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. EDEN BIOSCIENCE CORPORATION The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) __________ Rights represented by this Rights 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) -------------------------------------------------------------------------------- number If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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) number The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature GuaranteedGuarantee* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate sealEQUITIES CORPORATION ------------------------------ BY: [SIG.] COUNTERSIGNED THIS 19TH DAY OF ------------------- DECEMBER, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By1996 Principal BY: Xxxxxx /s/ [SIG.] INSURANCE COMPANY OF THE WEST --------------------- (NEVADA AGENT) /s/ DEBBXX X. Xxxxxxx ItsXXXXXX ---------------------------------- Sedgxxxx Xxxxx xx Nevada DEBBXX X. XXXXXX XXTORNEY-IN-FACT ------------------------ 8 EXHIBIT B - PAGE 2 OF 2 INSURANCE COMPANY OF THE WEST HOME OFFICE: President and Chief Executive Officer COUNTERSIGNEDSAN DIEGO, CALIFORNIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM That INSURANCE COMPANY OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sellsTHE WEST, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificatea California Corporation, together with all right, title and interest therein, and does hereby irrevocably constitute appoint: DEBBXX X. XXXXXX xxs true and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the withinlawful Attorney(s)-in-named CompanyFact, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being soldand authority, assigned or transferred by or to execute, on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)Company, (2) this Rights Certificate is not being soldfidelity and surety bonds, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associateundertakings, and (3) after inquiry other contracts of suretyship of a similar nature. This Power of Attorney is granted and to is signed and sealed by facsimile under the best knowledge authority of the undersigned, the undersigned did not acquire the Rights evidenced following Resolution adopted by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (on the 22nd day of November, 1994, which said Resolution has not been amended or rescinded and of which the following is a true copy: "Board RESOLVED, that the Chairman of Directors") the Board, the President, an Executive Vice President or a Senior Vice President of First Transfer the Company, and each of Montauk Financial Corp. (them, is hereby authorized to execute Powers of Attorney qualifying the "attorney named in the given Power of Attorney to execute on behalf of the Company") authorized the implementation , fidelity and surety bonds, undertakings, or other contracts of suretyship of a Rightssimilar nature; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, to attach thereto the seal of the Company (Company; provided however, that the "Common Shares") to shareholders absence of record on August 8the seal shall not affect the validity of the instrument. FURTHER RESOLVED, 2007. Prior to that the Distribution Date referred to belowsignatures of such officers and the seal of the Company, if anyand the signatures of any witnesses, the Rights will be evidenced by signatures and trade with the certificates for the Common Shares. After the Distribution Dateseal of any notary, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from signatures of any officers certifying the Common Sharesvalidity of the Power of Attorney, may be affixed by facsimile."
Appears in 1 contract
Samples: Subdivision Improvement Agreement (Mego Financial Corp)
WITNESS. x/ Xxxxxx Xxmenez --------------------------- Exhibit A FORM OF SUBSCRIPTION (to be signed only on exercise of Warrant) TO: GLOBETEL COMMUNICATIONS CORP. The undersigned, pursuant to the facsimile signature provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the proper officers Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the Company full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires delivered to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________________________________________ whose address is ___________________ hereby sells, assigns and transfer unto ______________________________________________________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ____________________ -------------------------------------------------------------------------------- Number of Shares of Common Stock Beneficially Owned on the date of exercise: Less than five percent (Please print name 5%) of the outstanding Common Stock of Globetel Communications Corp.. The undersigned represents and address) -------------------------------------------------------------------------------- If such number warrants that all offers and sales by the undersigned of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for securities issuable upon exercise of the balance remaining of such Rights within Warrant shall be registered in made pursuant to registration of the name Common Stock under the Securities Act of and delivered to: Please insert social security 1933, as amended (the "Securities Act"), or other identifying number: _pursuant to an exemption from registration under the Securities Act. Dated:___________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ (Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name of holder as written specified on the face of this Rights Certificate in every particularthe Warrant) _______________________________________ _______________________________________ (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, without alteration or enlargement or any change whatsoeverthe undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of GLOBETEL COMMUNICATIONS CORP. In to which the event within Warrant relates specified under the certification set forth above headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of GLOBETEL COMMUNICATIONS CORP. with full power of substitution 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 Rights 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 honoredpremises. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Transferees Percentage Transferred Number Transferred ----------- ---------------------- ------------------
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORPATTEST: GARTNER GROUP, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx ItsBy: Secretary President and Chief Executive Officer COUNTERSIGNEDCountersigned: Continental Stock Transfer & Trust Company BANK BOSTON, N.A. as Rights Agent By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Class A Rights Certificate) FOR VALUE RECEIVED ____________________________________ hereby sells, assigns and transfers unto _____________________________________________ hereby sells, assigns (Please print name and transfer unto address of transferee) _____________________________________________ ____________________________________________________ (Please print name and address of transferee) this Class A Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________ as attorneyAttorney, to transfer this the within Class A Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: _______________, 20_____ ___________________________________ Signature : Signature Guaranteed* --------------------------- *: Signatures must be guaranteed by an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature ProgramExchange Act of 1934. --Form Form of Reverse Side of Class A Rights Certificate-- (continued) Certificate -- continued NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Class A Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. 52 Form of Reverse Side of Class A Rights Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Class A Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. ________________________________ The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) _________________________ Class A Rights represented by this Class A Rights Certificate to purchase the number of one-thousandths of a Preferred Shares Share issuable upon the exercise of such Class A Rights and requests that certificates for such number of one-thousandths of a Preferred Shares be Share issued in the name of: Please insert social security or other identifying number: _______________________________ -------------------------------------------------------------------------------- _____________________________________________ (Please print name and address) -------------------------------------------------------------------------------- _____________________________________________ If such number of Class A Rights shall not be all the Class A Rights evidenced by this Class A Rights Certificate, a new Class A Rights Certificate for the balance remaining of such Class A Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: _______________________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ (Please print name and address) _____________________________________________ _____________________________________________ Dated: _______________ ___________________________ Signature Signature Guaranteed* --------------------------------------- *: Signatures must be guaranteed by an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Transfer Agent Medallion Program, Exchange Act of 1934. 53 CLASS A CERTIFICATE The undersigned hereby certifies by checking the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Gartner Group Inc)
WITNESS. the facsimile signature of the proper officers Chief Executive Officer and the Secretary of the Company and its corporate seal, if any. Dated as of _________________. ------------------ FIRST MONTAUK FINANCIAL CORPQUANTA SERVICES, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and _________________________________ Chief Executive Officer COUNTERSIGNEDATTEST: Continental Stock Transfer -------------------------------------- Secretary Countersigned: AMERICAN STOCK TRANSFER & Trust Company TRUST COMPANY, as Rights Agent By: _________________________________ Name: _______________________________ Its: Its: --Form of Reverse Side of Rights Certificate-- ________________________________ FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights CertificateTO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE) FOR VALUE RECEIVED __________________________ _________________________ hereby sells, assigns and transfer transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _____________ Rights represented by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________________________ as attorneyAttorney, to transfer this said Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ______________________________ -------------------------------------------------------------------------------- -------------------------------------- Signature Signature Guaranteed: 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 this Right Certificate are ______ [or] are not ________ beneficially owned by, were ________ [or] were not ________ acquired by the undersigned from, and are ________ [or] are not ________ being assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). (Please Xxxx with an X as appropriate) -------------------------------------- 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) To Quanta Services, Inc. The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the shares of Series B Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Series B 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 Rights Right Certificate, a new Rights 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: number ________________________________________________________________________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20__________________________________________________________________ Signature : Dated:________________________________ ______________________________________ Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed* --------------------------------------- *Signatures : Signature must be guaranteed by a participant bank, trust company, broker, dealer or other eligible institution participating in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Programa recognized signature guarantee medallion program. --Form of Reverse Side of Rights Certificate-- (continuedTo be completed) 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 on the face of this Rights 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 undersigned certifies that the Rights evidenced by this Rights Right Certificate to be are ________ [or] are not ________ beneficially owned by, and were ________ [or] were not ________ acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). (Please Xxxx with an X as appropriate) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.-------------------------------------- Signature
Appears in 1 contract
WITNESS. my hand and official seal the facsimile signature day and year in this certificate first above written. Signature /s/ Terexx X. Xxxx ------------------------------------------- Printed Name Terexx X. Xxxx ---------------------------------------- Notary public in and for the State of Washington residing at Snohomish County ----------------------------------------- My appointment expires 10/9/99 ------------------------------ BION DIAGNOSTICS BUILDING SUBLEASE BETWEEN BION DIAGNOSTIC SCIENCES, INC. (TENANT) AND EPOCH PHARMACEUTICALS, INC. (SUBTENANT) CONSENT BY LESSOR The undersigned, the Prime Landlord, joins in the execution of this Sublease solely to evidence its consent to the subletting of the proper officers Premises described herein, as such consent is required pursuant to the Prime Lease. However, by this consent Prime Landlord does not approve or disapprove this Sublease, and neither the execution of this Sublease nor anything done pursuant to the provisions thereof shall be deemed or construed to modify the Prime Lease. It is understood that Bion Diagnostic Sciences, Inc. remains liable for its obligations under the Lease. This consent shall not be deemed to increase the obligations or liabilities of the Company Prime Landlord, or to reduce the Prime Landlord's rights and its corporate sealremedies under the Prime Lease. This consent shall not be deemed a consent to any other or further subletting. LANDLORD: Zetron, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- Inc. a Washington Corporation By: Xxxxxx /s/ Danixx X. Xxxxxxx Its: Xxxxxxxxx ---------------------------- Its Vice President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form ---------------------------- LANDLORD ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) THIS IS TO CERTIFY that on this 30th day of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sellsSeptember, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate1998, together with all rightbefore me, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, a notary public in and for the undersigned did not acquire state of Washington, duly commissioned and sworn, personally appeared Danixx X. Xxxxxxxxx xx me known to be the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________V.P. of Zetron, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights CertificateInc, a new Rights Certificate corporation, to be known to be the Washington Corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation and partnerships for the balance remaining of such Rights shall be registered in the name of uses and delivered to: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)purposes therein mentioned, and (2) after inquiry and on oath stated that said individual was authorized to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Rights 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Sharesexecute said instrument.
Appears in 1 contract
Samples: Sublease (Epoch Pharmaceuticals Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of _________ __, 2000. ------------------ FIRST MONTAUK FINANCIAL CORPCATHAY BANCORP, INC. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its-------------------------------------- [Title] ATTEST: President and Chief Executive Officer COUNTERSIGNED------------------------------------ [Title] Countersigned: Continental Stock Transfer & Trust Company By: Its: Its: --Form AMERICAN STOCK TRANSFER AND TRUST COMPANY, as Rights Agent By ---------------------------------- [Title] Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto ___________________ hereby sells, assigns and transfer unto __________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ as attorneyAttorney, to transfer this said Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ ------------------------------------ Signature Signature Guaranteed* --------------------------------------- *: Signatures must be guaranteed by a participant bank, trust company, broker, dealer or other eligible institution participating in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Programa recognized signature guarantee medallion program. --Form of Reverse Side of Rights Certificate-- -------------------------------------------------------- (continuedTo be completed) 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 on the face of this Rights 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 undersigned hereby certifies that the Rights evidenced by this Rights Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being assigned to be 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) To CATHAY BANCORP, INC.: 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 Assignment shares of Preferred Stock (or Election to Purchase will such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, all the Rights will be evidenced by and trade with the certificates this Right Certificate, a new Right Certificate for the Common Shares. After balance remaining of such Rights shall be registered in the Distribution Datename 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 Guaranteed: Signature must be guaranteed by a bank, if anytrust company, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Sharesbroker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.
Appears in 1 contract
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED __________________________ ___________________ hereby sells. ATTEST: GARTNER, assigns and INC. By: By: -------------------------- ----------------------- Secretary President Countersigned: MELLON INVESTOR SERVICES LLC, as Rights Agent By: --------------------------- Its: -------------------------- Form of Reverse Side of Class B Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer unto __________________ ________________the Class B Rights Certificate) FOR VALUE RECEIVED ____________________________________ hereby sells, assigns and transfers unto ----------------------------------------------------------- (Please print name and address of transferee) ----------------------------------------------------------- ----------------------------------------------------------- ----------------------------------------------------------- this Class B Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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: ____________________ -------------------------------------------------------------------------------- Attorney, to transfer the within Class B Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , --------------- ----- -------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (Please print a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. Form of Reverse Side of Class B Rights Certificate -- continued NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name and address) -------------------------------------------------------------------------------- If such number as written upon the face of this Class B Rights shall not Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be all executed if holder desires to exercise the Rights evidenced by this Class B Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to) To: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and irrevocably elects to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : _______exercise _________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed Class B Rights represented by this Class B Rights Certificate to purchase the number of one-thousandths of a participant Preferred Share issuable upon the exercise of such Class B Rights and requests that certificates for such number of one-thousandths of a Preferred Share issued in the Securities Transfer Agent Medallion Program, name of: Please insert social security or other identifying number: ----------------------- ----------------------------------------------------------- (Please print name and address of transferee) ----------------------------------------------------------- ----------------------------------------------------------- If such number of Class B Rights shall not be all the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) 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 on the face of this Rights 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 Class B Rights evidenced by this Class B Rights Certificate, a new Class B Rights Certificate to for the balance remaining of such Class B Rights shall be an Acquiring Person or an Affiliate or Associate thereof (as defined registered in the Rights Agreementname of and delivered to: Please insert social security or other identifying number: ----------------------- ----------------------------------------------------------- (Please print name and address of transferee) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8----------------------------------------------------------- ----------------------------------------------------------- Dated: , 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.--------------- -----
Appears in 1 contract
Samples: Rights Agreement (Gartner Inc)
WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of _____________. ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- ByATTEST: Xxxxxx X. Xxxxxxx ItsTHE XXXXXXX CORPORATION By __________________ By ________________________ Countersigned: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form _______________________, as Rights Agent By _________________________ Authorized Signature Form of Reverse Side of Rights Certificate-- Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfer unto ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ as attorney, to transfer this Rights Certificate on the books (Please print name and address of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1transferee) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights 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 Rights Certificate, a new Rights 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) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ______________, 20___ Signature : ________________________________ 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* --------------------------------------- *: Signatures must be guaranteed by an eligible guarantor institution (a participant bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature ProgramExchange Act of 1934. --Form of Reverse Side of Rights Certificate-- ------------------------------------------------------------ (continuedTo be completed) 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 on the face of this Rights 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 undersigned hereby certifies that the Rights evidenced by this Rights Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being assigned 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 FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY ------------------------ Signature Form of Reverse Side of Right Certificate - continued FORM OF RIGHTS ELECTION TO PURCHASE PREFERRED SHARES Distribution and On August 8, 2007, the Board of Directors (the "Board of Directors") of First Transfer of Montauk Financial Corp. (the "Company") authorized the implementation of a Rights; To be executed if holder desires to exercise Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, represented by the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.Certificate)
Appears in 1 contract
Samples: Rights Agreement (Raymond Corp)