Primary Right definition
Examples of Primary Right in a sentence
Immediately following the expiry of the 30 day period for the Primary Right, the Board of Managers shall notify the Remaining Members if not all of the Remaining Offered Interests have been elected to be purchased pursuant to the Primary Right (the “Secondary Notice”).
The Primary Right and Secondary Right of the Remaining Members set forth herein are exercisable by delivery of a notice to the Board of Managers and the Selling Member (a “Member Notice of Exercise”) within the time periods specified herein.
The Primary Right Exercise Price for the exercise of each Primary Right shall be equal to the product of (x) 20% of the Current Market Price per Common Share on the 15% Acquisition Date, multiplied by (y) the number of Common Shares to be received upon the exercise of an exercisable Primary Right and payment of the Primary Right Exercise Price.
This Primary Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby, incorporated herein by reference and made a part hereof, and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Primary Right Certificates.
If the Company shall determine not to issue such fractional Rights, the Company shall pay to the registered holders of the Right Certificates with respect to which such fractional Rights would otherwise be issuable, at the time such Rights are exercised as provided herein, an amount in cash equal to the same fraction of the Current Market Value of a whole Primary Right or Secondary Right, as the case may be.
Dated: ___________________, 19__ ______________________________ Signature Signature Guaranteed: Certificate ----------- (To be completed, if true) The undersigned hereby certifies that the Primary Rights represented by this Primary Right Certificate are not Beneficially Owned by a 15% Person or an Affiliate or Associate of a 15% Person (as such capitalized terms are defined in the Rights Agreement).
The signatures to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of this Primary Right Certificate in every particular, without alteration or enlargement or any change whatsoever, and 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.
This Primary Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
As provided in the Rights Agreement the number of Common Shares which may be purchased upon the exercise of the Primary Rights represented by the Primary Right Certificate is subject to adjustment upon the occurrence of certain events.
In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Primary Rights represented by this Primary Right Certificate to be Beneficially Owned by a 15% Person or an Affiliate or Associate of a 15% Person (as such capitalized terms are defined in the Rights Agreement), and shall not issue any Primary Right Certificate in exchange for this Primary Right Certificate.