the Rights Agent definition

the Rights Agent has succeeded to all of the rights and obligations of its Harrxx Xxxst Company of California.
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the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or bank organized and doing business under the laws of the United States or of any other state of the United States, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which, at the time of its appointment as Rights Agent, (a) has a combined capital and surplus of at least $100,000,000 or (b) is an affiliate of an entity having a combined capital and surplus of at least $100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preference Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.
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the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof. (d) In case the registered holder of any Right Certificate shall exercise fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 14 hereof. (e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certification following the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.
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Examples of the Rights Agent in a sentence

  • If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent.

  • All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

  • Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

  • Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

  • The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof.

  • The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent.

  • This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

  • This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

  • The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Rights Certificate purchased or acquired by the Company otherwise than upon the exercise thereof.

  • The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment.


More Definitions of the Rights Agent

the Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be responsible for calculating any adjustment, nor shall it be deemed to have knowledge of such adjustment unless and until it shall have received such certificate."
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Related to the Rights Agent

  • Rights Agent shall have the meaning set forth in the preamble of this Agreement.

  • Co-Rights Agents shall have the meaning ascribed thereto in Subsection 4.1(a);

  • Warrant Agent means the Transfer Agent and any successor warrant agent of the Company.

  • holder of a Warrant Certificate as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose.

  • Warrant Agent Agreement means that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company and the Warrant Agent.

  • Warrant Certificates has the meaning specified in Section 2.1 hereof.

  • Subscription Receipt Agent means Computershare Trust Company of Canada;

  • Transfer Agent and Registrar shall have the meaning set forth in Section 2.5(e) hereof.

  • Rights Registrar shall have the respective meanings ascribed thereto in subsection 2.6(a) hereof.

  • Registration Agent means the registration and paying agent appointed by the Mayor pursuant to the terms hereof, or any successor designated by the Governing Body.

  • Depositary Agent shall have the meaning set forth in Section 7(c) hereof.

  • Rights Certificates shall have the meaning set forth in Section 3(a) hereof.

  • Securities Registrar have the respective meanings specified in Section 5.4.

  • Warrant Agency Agreement means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.

  • Subscription Agent shall have the meaning set forth in Section 6(a)(iv) hereof.

  • Transfer Agents means the Transfer Agents referred to above and such further or other Transfer Agent or Agents as may be appointed from time to time hereunder either generally or in relation to a specific Series of Notes.

  • Registered Shareholders means registered holders of our Shares on the Record Date.

  • Right Certificates means certificates evidencing the Rights, in substantially the form attached as Exhibit B.

  • Authenticating Agents As defined in Section 9.10.

  • Registered Holder means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.

  • Warrant Certificate means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement shall include delivery of a Definitive Certificate or a Global Warrant (each as defined below). All other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.

  • Right Certificate shall have the meaning set forth in Section 3(a) hereof.

  • Registered Warrantholders means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

  • Authentication Agent means an institution, reasonably acceptable to the Company, appointed by the Trustee to authenticate the Notes.

  • Deposit Agreement means this Agreement, as the same may be amended from time to time in accordance with the provisions hereof.

  • Countersignature Date means the date shown as the date countersigned on the signature page of this Agreement.