XXXXXXX XXXPANY. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this Certificate. The J.
XXXXXXX XXXPANY. By: By: ---------------------------- ----------------------------- Secretary Name: Title: Countersigned: HARRXX XXXST AND SAVINGS BANK, as Rights Agent By: ------------------------------ Authorized Signature 61 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 Class [A][B] Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Class [A][B] Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________, ____ --------------------------- Signature Signature Guaranteed: 62 CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
XXXXXXX XXXPANY. The undersigned hereby irrevocably elects to exercise __________ Class [A][B] Rights represented by this Right Certificate to purchase the one one-hundredths of a Preferred Share or other securities issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of and delivered to: Please insert social security or other identifying number:______________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights is not all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights will 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: CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
(1) the Rights evidenced by this Right Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined pursuant to the Rights Agreement);
(2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was, or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: __________, ____ -------------------------------- Signature NOTICE SIGNATURES ON THE FOREGOING FORM OF ASSIGNMENT AND FORM OF ELECTION TO PURCHASE AND IN THE RELATED CERTIFICATES 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. SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE PROGRAM) PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERR...
XXXXXXX XXXPANY. If at the Closing the Company shall fail to tender such Notes to you as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.
XXXXXXX XXXPANY. By: /S/ JOHN XXXXXX -------------------------- Name: John Xxxxxx Title: Treasurer
XXXXXXX XXXPANY. By: ----------------------------------------- Title: -------------------------------------- ACKNOWLEDGED AND AGREED: CONGRESS FINANCIAL CORPORATION By: ---------------------------------- Title: ------------------------------- EFJ PARTNERS, a general partnership By: ---------------------------------- Title: General Partner EFJ COMMUNICATIONS, INC. By: ---------------------------------- Title: ------------------------------- ------------------------------------- WILLXXX XXXXXX, xxdividually ------------------------------------- ROBEXX X. XXXXXX, xxdividually
XXXXXXX XXXPANY. By: /s/ Stevxx X. Xxxxxxxxx ------------------------------------- Name: Stevxx X. Xxxxxxxxx Title: Vice President, Finance and Administration, Secretary/Treasurer, and General Counsel COMPUTERSHARE INVESTOR SERVICES, LLC, SUCCESSOR TO HARRXX XXXST AND SAVINGS BANK, as Rights Agent By: /s/ Michxxx X. Xxxx ------------------------------------- Name: Michxxx X. Xxxx Title: Vice President
XXXXXXX XXXPANY as Borrower, THE BANKS NAMED HEREIN, THE CHASE MANHATTAN BANK, as Administrative Agent, and MORGXX XXXRANTY TRUST COMPANY OF NEW YORK, as Documentation Agent ================================================================================ 2 TABLE OF CONTENTS Article Section Page ------- ------- ---- I. DEFINITIONS
XXXXXXX XXXPANY. By: ------------------------------------------------- Name: -------------------------------------------- Title: -------------------------------------------
XXXXXXX XXXPANY. By: ------------------------------ --------------------------------- Secretary Title: Countersigned: First Chicago Trust Company of New York, 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 transfers unto __________________________________________________________________________ (Please print name and address of transferee) Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , ------------ -- ---- ----------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate The undersigned hereby certifies by checking the appropriate boxes that:
