RIGHTS AGREEMENT
Exhibit 4.1
This Rights Agreement (this “Agreement”) is made as of September 19, 2024 between Xxxxxx Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
2.3. | Registration. |
3. | Terms and Exchange of Rights. |
3.3. | Exchange of Rights. |
3.3.2. | Valid Issuance. All Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and nonassessable. |
3.4. | Duration of Rights. If the Exchange Event does not occur within the time period set forth in the Amended and Restated Memorandum, the Rights shall expire and shall be worthless. |
4. | Transfer and Exchange of Rights. |
4.3. | Fractional Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right Certificate for a fraction of a Right. |
4.4. | Service Charges. No service charge shall be made for any exchange or registration of transfer of Rights. |
5. | Other Provisions Relating to Rights of Holders of Rights. |
6. | Concerning the Rights Agent and Other Matters. |
6.2. | Resignation, Consolidation, or Merger of Rights Agent. |
6.2.1. | Appointment of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations. |
6.3. | Fees and Expenses of Rights Agent. |
6.4. | Liability of Rights Agent. |
6.5. | Acceptance of Agency. The Rights Agent xxxxxx accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth. |
7. | Miscellaneous Provisions. |
Xxxxxx Acquisition Corp.
000 Xxxxxxxxx Xxx, Xxxxx 0000
New York, NY 10170
Attn: Xxxxx Xxx
Email: xx0000@xxxxx.xxx
and
Xxxxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
New York, NY 10174
Attn: Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx
Email: XXxxxxx@xxxxxxxx.xxx and XXxxxxxx@Xxxxxxxx.xxx
Continental Stock Transfer & Trust Company
0 Xxxxx Xxxxxx, 00xx Xxxxx
Attn: Compliance Department
Email: xxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx
and
EarlyBirdCapital, Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
New York, New York 10017
Attn: General Counsel
and
XxXxxxxxx Will & Xxxxx
One Vanderbilt Avenue
New York, New York 10017
Attn: Xxxxxx Xxxxx, Esq.
Email: xxxxxx@xxx.xxx
7.7. | Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof. |
[Signature Page Follows]
CONTINENTAL STOCK TRANSFER & TRUST | ||
COMPANY, as Trustee | ||
By: | /s/ Xxxxx Xxxxxxx | |
Name: | Xxxxx Xxxxxxx | |
Title: | Vice President | |
XXXXXX ACQUISITION CORP | ||
By: | /s/ Xxxxx Xxx | |
Name: | Xxxxx Xxx | |
Title: | Chief Executive Officer |
[Signature Page to Rights Agreement- Xxxxxx Acquisition Corp]